Boards of Directors and Voluntary Carbon Disclosure: Evidence From Italy

ABSTRACT This study examines whether Italy's concentrated ownership environment alters the effectiveness of board‐level governance mechanisms as drivers of voluntary carbon disclosure quality, in line with the institutional theory, challenging the assumptions of standard agency and stakeholder theories. Using a sample of 60 Italian listed non‐financial companies over 2015–2023, we employ the Carbon Disclosure Project scores as a measure of disclosure quality. The presence of a corporate social responsibility committee is the only governance mechanism consistently associated with the disclosure quality across all specifications. Board independence exhibits a significant negative effect, consistent with the symbolic compliance hypothesis, according to which independent directors in blockholder‐dominated firms may function as compliance figures rather than effective monitors. Board size, gender diversity, and CEO duality are not significantly associated with disclosure quality. Further analysis shows that the CSR committee effect is stronger in carbon‐intensive industries and weaker in family‐controlled firms. Family ownership also attenuates the negative effect of board independence, suggesting that concentrated ownership selectively conditions, rather than uniformly suppresses, governance effectiveness. Results are robust to alternative estimators, lag structures, and endogeneity tests. Overall, the findings provide novel evidence that governance–disclosure relationships documented in dispersed ownership settings do not readily extend to blockholder‐dominated environments, with important implications for governance reforms in similar institutional contexts.