The G-pillar in ESG: how to separate the wheat from the chaff in comply-or-explain approach?

G-pillar seems to be the underdog of the ESG paradigm: old topic, no longer in fashion, over-analysed and time-worn matter. However, many grey areas persist in Corporate Governance (hereinafter CG) systems under the façade of a full and aware compliance to the best practices: box-ticking and box-checking behaviours are the dark-side of the CG excellence. This study tries to verify if a gap exists between apparent and real compliance to CG Code requirements in a sample of Italian listed financial companies (mostly banks), with reference to two areas (independence of board members and transparency) that mostly make decision-making unbiased by conflicts of interests and are therefore crucial for sustainability. We found opacity/obfuscation in CG narrative and avoidance/concealment strategies also in banks considered “CG champions”, more rarely non-compliance clearly declared and appropriately explained. Through the lens of new institutionalist and resource dependency theories, we analyse the observed strategies, try to explain their predictors, and tentatively suggest implications for regulators/supervisors to reduce the gap and trigger more virtuous practices.