Real compliance with the Corporate Governance Code or box-ticking?

Despite 20 years of regulation (from the corporate scandals of the earlier 21st century), many grey areas persist in corporate governance (hereinafter CG) systems under the façade of a full compliance with the best practices: box-ticking and box-checking behaviours (by operators and supervisors, respectively) are the dark-side of an apparent excellence, as measured by CG quality indices, which are frequently focused on formal compliance. This study: i) verifies if a gap exists between apparent and real compliance with the Code requirements in a sample of Italian listed banks; ii) generalises the empirical findings, by analysing the responses to Code requirements through the lens of new institutionalist/resource dependence theories and explaining them through predictive factors. We find opacity in CG narrative and avoidance/concealment strategies also in banks considered CG “champions”, rarely non-compliance clearly declared and explained. Implications for regulators/supervisors to reduce the gap and trigger more virtuous practices are therefore analysed.