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European Company Law Series, Volume 19 Compelling new perspectives on corporate governance – including attention to increased shareholder engagement, long-term value creation, and sustainability – have given rise to major changes in the management of companies. Yet, until this book, there has been no systematic account of the legislative and soft law instruments designed to promote good corporate governance practices across the range of sizes and types of companies. The book analyses the various instruments that legislators and others have used to promote good corporate governance in European companies and assesses their value in practice. Nineteen well-known scholars of business and corporate law delve into how such issues and topics as the following are approached across the spectrum of corporate governance instruments available in Europe: corporate codes of conduct; procedural rules regulating how directors make decisions; rules on board composition and remuneration; regulating boards in small- and medium-sized enterprises; public enforcement of directors’ duties; how digitalisation may affect implementation of corporate governance instruments; reporting rules; rules on the empowerment of minority shareholders; the role of the general meeting; regulation of the market for corporate control; certifications; rules on liability of directors; and role of auditors and accountants. In its in-depth analysis of the benefits and potential disadvantages of each instrument and what may be achieved both at company level and generally, this book will prove of value to all concerned with promoting responsible corporate governance, whether in business, government, or academia.
This book analyses corporate boards; their regulation in law and codes, and their actual operation in ten European countries in a functional and comparative method. Issues addressed include: board structure, composition and functioning, enforcement by liability rules, incentive structures and shareholder activism.
Corporate governance encompasses the free enterprise system, which is treated comprehensively in this book from a German perspective. This distinguishes the book from other books written in English in this subject area, not only because of the comprehensive way it covers German corporate law and corporate governance, but also because of the fact that it provides international and European perspectives on these important topics. This second edition is an extensively revised and updated version of the first edition, in particular with a view to the worldwide debt crisis. The authors provide readers with an overview of the unique features of German business and enterprise law and an in-depth analysis of the organs of governance of German public limited companies (general meeting, management board, supervisory board). In addition, approaches for reforms required at the international level are also suggested and discussed, including, among others, the unique interplay and dynamics of the German two-tier board model with the system of codetermination, referring to the arrangement of employees sitting on the supervisory boards of German public limited companies and private companies employing more than 500 employees; also covered are significant recent legal developments in Europe. The book highlights the core function of valuation and financial reporting at the international, European and German levels, with accounting as the documentary proof of good corporate governance. It also expands the scope of the first edition by a treatment of the German financial sector, global corporate finance and governance, and by including a new chapter on compliance of corporate governance laws, rules and standards in Germany. As far as comparative law is concerned, new developments in the area of corporate governance in the EU, the OECD Principles of Corporate Governance and corporate governance in the US, the UK and Australia are covered. The book is addressed to researchers, practitioners and basically anyone with an interest in the complex, but intriguing areas of corporate law and corporate governance.
This book represents the first cross-country study of the work of board chairs in Europe. It includes unique data collected through interviews with almost 200 experienced board chairs and their key stakeholders – board members, CEOs and shareholders. The book focuses on what board leaders actually do, rather than what they should do, and elaborates on a conceptual contingency framework for understanding chairs’ work in Europe. This includes a comprehensive list of chair practices – iterative behaviour strategies for getting things done, comparisons of contexts for chairs’ work and practices among nine countries, and identification of cross-European and country-specific trends that will shape the work of board leaders in the next decade. The book will benefit incumbent and future chairs, directors, shareholders, CEOs, executives and regulators in developing a systemic understanding of the work of a chair in the European business context and gaining insights into how the leader of the board deals with specific challenges.
Is European Corporate Governance really dysfunctional? An analysis of European reform proposals based on new, comparative evidence.
This book provides a comprehensive approach to Corporate Governance, Audit Process and Risk Management. Furthermore, it provides an analytical and comprehensive approach of the issues facing governance directors, internal and external auditors, risk managers, and public officials conducting assessments based upon the Report on Standards and Codes.
Corporate Governance in the US and Europe provides a comprehensive and concise overview of the most recent developments in corporate governance. It is based on a recent joint conference arranged by New York University and the London School of Economics, which brought together eminent academics and practitioners, including Michael Jensen in Finance and Martin Lipton in Law, to discuss the stock market boom-and-bust, and the recent corporate scandals. The book is aimed at practitioners, policy makers and academics who have to deal with corporate governance.
Realising Europe's potential: progress and challenges examines the participation of women directors on the boards of the STOXX 600 companies between 2011 and 2015. The study also looks at other related topics such as the inclusion of women directors and board committees and the promotion of women into board leadership position. This study also identifies trends occurring at company, country, sector levels concerning board gender diversity which is driven mainly by the addition of independent, non-executive female directors. Women on European boards are on average younger, newer to the board, a higher number of outside directorships listed companies, and are more likely to be independent outsiders that their male counterparts. The topics covered in the study include proportion of women on Boards of Directors, proportion of women on Board Committee additional gender -related board statistics representation of women in leadership positions remuneration regulatory framework examination of company disclosures and league tables. This publication was produced with the financial support of the Progress Programme of the European Union. The contents of the report are the sole responsibility of European Women on Boards asbl and can in no way be taken to reflect the views of the European Commission.
In recent years, the emphasis in corporate governance has shifted from board composition, independent directors, separating the position of chairperson and CEO, and establishing board committees to “being in control” and risk management issues. However, the corporate law perspective of internal control and risks management does not match up to the multidisciplinary perspective of these themes. This paper analyses the dichotomy between the US and the EU corporate law approaches to internal control and risk management. Lawmakers from the US, the EU, and the EU member states reacted to the scandals between 2000 and 2003 with provisions requiring public companies to have internal control and risk management systems in order to restore public confidence, but the substance of their responses differed. A regulatory framework is put forward in order to address the steps to be taken in establishing an operational internal control and risk management framework and to address the role of the different parties involved from a corporate law perspective. The above mentioned steps are: (1) initiate and identify, (2) assess and operate, (3) monitor, and (4) report on the systems relating to the companies' risks and uncertainties, strategy, financial reporting, and operations. The parties legally involved include: (1) senior management, (2) board, (3) audit committee, and (4) auditor. The US and the EU regulatory frameworks indicate not only that their corporate law approaches to internal control and risk management are different, but also that both approaches are incomplete - but not necessarily insufficient - in several areas.