The G-Pillar in ESG: How to separate the weat from the chaff in comply-or-explain approach?

G-pillar seems to be the underdog of the fashionable ESG paradigm: old topic, no longer in fashion, over-analysed and time-worn matter (except when instrumental to E- and S- pillars). Under this perspective, companies might appear fully compliant to Corporate Governance (hereinafter CG) best practices: nothing more to be studied/discussed. However, many grey areas persist in 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 corporate sustainability. We find 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 dependence theories, we analyse the observed response strategies to CG Code requirements, try to explain them by means of their predictive factors, highlight visual and thematic manipulations (i.e., misleading rhetoric), and tentatively suggest implications for regulators/supervisors to reduce the gap and trigger more virtuous practices. The sample of Italian banks is only used as a pilot study to test the methodological approach proposed.