In today's world, a sustainable approach to corporate governance can be a source of competitive advantage and a long-term success factor for any firm. Sustainable governance requires that the board of directors considers economic, social and environmental expectations in an integrated way, no matter what ownership structure and formal rules of corporate governance apply to the company: this mitigates the traditional differences between insider and outsider systems of corporate governance. Previous studies failed to consider the contribution of sustainability in the process of corporate governance convergence. Therefore, the aim of this article is to fill the gap in the existing literature by means of a qualitative analysis, supporting the international debate about convergence of corporate governance systems. The article describes the evolution of outsider and insider systems in the light of the increasing importance of sustainability in the board's decision-making and firm's operation to satisfy the needs of all the company's stakeholders. According to this, a qualitative content analysis developed with a directed approach completes the theoretical discussion, demonstrating that sustainability can bring de facto convergence between outsider and insider corporate governance systems. The article aims to be a theoretical starting point for future research, the findings of which could also have practical implications: the study encourages the policy makers to translate the sustainable business best practices into laws and recommendations, strengthening the mutual influence between formal and substantial convergence.

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The establishment of integrated corporate social responsibility principles, the growing complexity and importance of business/stakeholder relationships, and the elimination of space and time barriers to the circulation of information and capital change the corporate governance approach of listed companies. This situation attenuates the business approach, which has characterised firms with wide ownership dispersion (outsider systems) and those with concentrated ownership or control (insider systems) for a long time. This discussion article aims to be a theoretical contribution, which investigates the relationship between integrated CSR and investors according to a management model able to create sustainable value and optimise meeting the interests of shareholders and other stakeholders. Corporate social responsibility and an orientation towards sustainability facilitate the reduction of business risk and the creation of value in the medium-to long-term, regardless of the ownership structure of companies and the characteristics of risk capital markets.

The main finding of this article is that sustainability and the broader concept of social responsibility imply a change in the spirit of governance, which promotes the so-called ’de facto convergence’ between the different corporate governance systems existing all over the world. Substantial corporate governance convergence suggests that different countries may have different companies’ ownership structure, rules and institutions but the corporate boards may still be able to perform common goals, with attention to similar key performance indicators, such as ensuring fair disclosure or accountability. Companies that perform better with regard to the triple bottom line can increase shareholder value contributing, at the same time, to the sustainable development of the societies in which they operate.

CSR is becoming more and more important, and many companies have taken meaningful steps to improve their corporate governance according with a stakeholder perspective. An emerging board-level figure is the CSR or sustainability committee. The increase in complexity induced by the responsible business conduct and the growing importance of the effective management of reputational risk, highlight the usefulness of committees with proposing and consultative functions on CSR issues. These committees are relatively new governance structures, whose affirmation is slow, and can provide a useful contribution to the integration of social responsibility into strategy setting and the business model.