Collegiality – false friend

Transcript:

An English dictionary defines collegiality as “companionship“[1] and cooperation between colleagues who share responsibility.” This definition is clearly very different from the legal concept of “principio di collegialità” which cannot be directly translated into English.

The Italian legal expression “principio di collegialità” refers to the concept that decisions are made by a collective body, with all members sharing responsibility for those decisions.

Here is how it can be expressed in UK English legal terms, specifically with reference to the articles of association[2]:

1. Collective Decision-Making and Board Authority:

• “Decisions of the directors shall be taken collectively at a meeting or by unanimous written resolution.” This directly reflects the idea that the board, as a body, makes decisions. Model Articles for UK companies often include a provision[3] like Article 7(1): “The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.” (Article 8 refers to unanimous written decisions).
• “The powers of the company’s management shall be exercised by the Board of Directors acting as a single unit.” This highlights that power vests[4] in the board as a whole[5], not individual directors acting[6] in isolation.
• “The board of directors shall exercise its powers and discharge its duties jointly[7].” This explicitly states the collective nature of their actions.

2. Joint and Several[8] Responsibility (Implied by Collegiality):

While “collegiality” doesn’t directly translate to “joint and several liability” in the UK, the concept of collective decision-making in the UK company law framework[9] implies that directors are generally held jointly and severally responsible for the board’s decisions. This means:

• “Directors are jointly and severally responsible for the decisions and actions of the Board.” This is a key aspect of UK company law, where individual directors can be held liable[10] for collective board failures.
• “Each director is accountable for ensuring the proper discharge[11] of the Board’s functions and for the collective decisions made.” This emphasises individual accountability within the collective.

A mix of these expressions could help you to express the idea of “principio di collegialità” in English.

Thank you very much and see you next time for more Peter’s Pills to improve your Legal English!

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Note

[1] companionship = compagnia; amicizia; cameratismo

[2] articles of association = lo statuto

[3] provision = clausola/articolo

[4] vests = conferisce

[5] as a whole = nel suo complesso

[6] acting= che agiscono

[7] jointly = congiuntamente

[8] joint and several = solidale e sussidiaria

[9] framework = quadro

[10] held liable = ritenuti responsabili

[11] discharge = adempimento

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For your interest, see the Model Articles of Association the on the official UK government website: “Regulation: Model articles for private companies limited by shares“.