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1
Feinerman, James V. "New Hope for Corporate Governance in China?" China Quarterly 191 (September 2007): 590–612. http://dx.doi.org/10.1017/s0305741007001592.
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AbstractChina's recent revisions to its Company Law and Securities Law have brought new attention to issues of corporate governance in Chinese companies and financial markets. Among the chief criticisms of the earlier laws – in both their provisions and application – were the lack of protection for minority shareholders, the paucity of independent directors, the absence of transparency and inadequate financial disclosure. The acknowledged need for greater congruence between Chinese law and practice and that of countries with more developed capital markets led to the proposal of amendments to China's legislation during the first half of this decade. This article highlights several improvements resulting from the revisions as well as remaining weaknesses in the regulatory framework for corporate enterprises in China.
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Yiu, Daphne W., William P. Wan, and Yuehua Xu. "Alternative Governance and Corporate Financial Fraud in Transition Economies: Evidence From China." Journal of Management 45, no. 7 (March 12, 2018): 2685–720. http://dx.doi.org/10.1177/0149206318764296.
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How corporate governance mechanisms function in transition economies is a key topic for corporate governance researchers and policy makers. We propose that alternative governance mechanisms are in place to mitigate corporate fraudulent behaviors in the fluid state of transition economies where the establishment and enforcement of corporate governance legislation are presently insufficient. Drawing on the twin set of institutional logics—the institutional embeddedness logic and the institutional substitution logic—we posit that three salient types of prevailing alternative governance mechanisms (relational, administrative, and foreign governance) play important roles in transition economies because they are complementary to the institutional conditions at the time of the transition process. Conducting a bivariate probit analysis of a matched sample of corporate financial fraud cases in China, we find that strategic alliances, business group affiliation, nontradable state shares, local government ownership, use of foreign auditors, and foreign listing can deter corporate financial fraud, while foreign listing is also effective in detecting fraud. We also find that the deterrence effects of strategic alliances and business group affiliation become weaker as law development improves, while foreign listing and legal governance are completely substitutive. Our study provides a contextualized view of corporate governance that connects its effectiveness with institutionalization and the institutional state of a country. Our study also enriches our understanding of some unfamiliar forms of governance mechanisms that are in place and complementary to a country’s institutional conditions.
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Сюй, Xu W., Янь, and Yan H. "The Realization of China Chamber of Commerce Rule by Law Modernization Under the Market Economy." Economics 3, no. 6 (December 18, 2015): 21–25. http://dx.doi.org/10.12737/16672.
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China chamber of commerce rule by law modernization is a great and systematic
project. To fully understand and grasp the overall strategic deployment of rule
by law modernization, highlight the fundamental properties and the existence
value of chamber of commerce, we should put it on the important position
of social member management system, clear its independent and important
position in the construction of rule by law society. Only each part of society
coordinated including chamber of commerce, it could achieve a new level
of highly civilized norms and coordinated rule by law modernization. Primary
task in the field of chamber of commerce in rule by law modernization, should
accurately clarify chamber of commerce organization self-discipline function,
specific legal connotation, refined the form of self-discipline, clarify the objective
standard of responsibility, improve the standard safeguard measures. Selfdiscipline
management and constraint is the core value of chamber of commerce
as social composition department, reflects the essential claims of modern
sociology of law. Discipline more reflects the respect, trust and tolerance
of society to main market players, looking forward to them really realize social
self-management based on recognizing national law and trade practice.
The self-discipline of Chamber of commerce, still need to establish the boundaries
between the market and non-market organization, correctly handle the relationship
between serving members and market main body. To keep the target of core
value realized, and get the purpose of maintain the fundamental interests of main
market players, improve the professional quality of businessman, we should
strength its service function. The basic sign of rule by law modernization is that
legal system of the chamber of commerce scientific planned and strictly carried
out. So achieve modernization of rule by law must focus on perfecting corporate
governance structure of chamber of commerce, and standardize the duty system.
Perfecting the unified mutual aid system of organization, running in accordance
with the law, under the powerful supervision and constraint system. Among them,
the chamber of commerce legislation system is very important.
4
Amodu, Nojeem. "Stakeholder Protection and Corporate Social Responsibility from a Comparative Company Law Perspective: Nigeria and South Africa." Journal of African Law 64, no. 3 (September 17, 2020): 425–49. http://dx.doi.org/10.1017/s0021855320000212.
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AbstractThere have been notable legislative advancements, as well as improvements in corporate governance codes, aimed at protecting stakeholder rights. However, how much protection have they really afforded stakeholders against socially irresponsible corporate behaviour? This article undertakes a comparative analysis of the legal framework underlying South Africa's stakeholder-inclusive approach and Nigeria's environmental, social and governance or sustainability corporate reporting. It identifies a misplaced philosophical background as well as policy misalignment of corporate governance codes and primary corporate law as critical factors that undermine efforts to embed responsible corporate behaviour in order to safeguard the interests of qualified and legitimate stakeholders. It recommends specific amendments to address the ideological defect and align corporate governance codes with primary corporate legislation in these two countries.
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Jiang, Fuxiu, and Kenneth A. Kim. "Corporate Governance in China: A Survey*." Review of Finance 24, no. 4 (May 13, 2020): 733–72. http://dx.doi.org/10.1093/rof/rfaa012.
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Abstract This article surveys corporate governance in China, as described in a growing literature published in top journals. Unlike the classical vertical agency problems in Western countries, the dominant agency problem in China is the horizontal agency conflict between controlling and minority shareholders arising from concentrated ownership structure; thus one cannot automatically apply what is known about the USA to China. As these features are also prevalent in many other countries, insights from this survey can also be applied to countries far beyond China. We start by describing controlling shareholder and agency problems in China, and then discuss how law and institutions are particularly important for China, where controlling shareholders have great power. As state-owned enterprises have their own features, we separately discuss their corporate governance. We also briefly discuss corporate social responsibility in China. Finally, we provide an agenda for future research.
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Jiang, Lan. "Governance Reform And The Changes In Legislation On Corporate Control In China." Social Responsibility Journal 2, no. 1 (January 2006): 4–13. http://dx.doi.org/10.1108/eb045815.
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Guo, Liang, Clive Smallman, and Jack Radford. "A critique of corporate governance in China." International Journal of Law and Management 55, no. 4 (July 3, 2013): 257–72. http://dx.doi.org/10.1108/ijlma-10-2011-0012.
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Uzma, Shigufta Hena. "Embedding corporate governance and corporate social responsibility in emerging countries." International Journal of Law and Management 58, no. 3 (May 9, 2016): 299–316. http://dx.doi.org/10.1108/ijlma-04-2015-0015.
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Purpose This paper aims to examine how the governance structure incorporates corporate social responsibility (CSR) into corporate behaviour in the perspective of the external environment within emerging countries. Design/methodology/approach The paper reviews the various CSR legislations enacted in the global context and in particular reference to the Indian Companies Act 2013. Findings The embedded relationship between CSR and corporate governance (CG) is an outcome of extensive dimensions such as ownership structure, stakeholder approach and other external environmental factors such as the government regulations and legislation, legal enforcement and corporate disclosure culture. Originality/value The enactment of the Companies Act 2013 in India has infused a new direction for the corporations in implementing CSR and CG practices. This paper throws light on the coverage of the Companies Act 2013 and various challenges faced by the companies in the applicability of the CSR and CG framework in the Indian context.
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Yu, Guanghua. "Takeovers in China: The Case against Uniformity in Corporate Governance." Common Law World Review 34, no. 2 (April 2005): 169–94. http://dx.doi.org/10.1350/clwr.34.2.169.65365.
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Corporate governance has attracted enormous attention both in the area of law and in the area of financial economics. In comparative corporate governance studies, many people have devoted their energy to finding a best corporate governance model. I argue that a functional analysis does not support the view that there is a single best model in the world. I further use the transplantation of an English-style takeover law into China to explain that the importation of foreign law is not always based on careful analysis of whether the imported foreign law is the best in the world. Furthermore, I discuss the subsequent adjustment of the transplanted English takeover law to the takeover market in China to show that the transplantation of foreign law is subject to local political and economic conditions. If there is no best corporate governance model and the transplantation of foreign law into other countries with different social and political background does not achieve similar objectives, the search for a best corporate governance model is misguided.
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Chalevas, Constantinos, and Christos Tzovas. "Do stock prices reflect regulatory reforms in the corporate governance mechanisms?" Corporate Ownership and Control 13, no. 2 (2016): 419–31. http://dx.doi.org/10.22495/cocv13i2c2p2.
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This study provides evidence on the value relevance of corporate governance mechanisms in a developing stock exchange. It empirically investigates the effect of corporate governance mechanisms prescribed by the corporate governance law (L.3016/2002) on abnormal stock returns for firms listed in the Athens Stock Exchange (ASE). The first corporate governance law in Greece aims to improve the existing corporate governance framework. However, stock prices seem no to be affected by the regulatory reforms in the corporate governance mechanisms. Three reasons are given: (1) the fundamental economic value of a firm is not affected by the introduction of corporate governance mechanisms; (2) the fundamental economic value of a firm is affected by the introduction of corporate governance mechanisms but due to the fact that the Greek stock market is not efficient share prices do not reflect firm’s fundamental economic value; and (3) investors may not be convinced that corporate governance mechanisms significantly affect the performance of a company.The findings of this study can facilitate legislators in improving the existing legislation concerning corporate governance and in developing a new one.
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Akimov, N. A. "Features of corporate governance in companies with state participation in the energy sector under the laws of the people’s Republic of China." Courier of Kutafin Moscow State Law University, no. 3 (May 15, 2020): 151–57. http://dx.doi.org/10.17803/2311-5998.2020.67.3.151-157.
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In the context of the development of the domestic energy industry, the legal regulation of corporate governance of companies with state participation is of particular importance for the effective operation of companies of this type.Legal support for the development of the Institute of corporate governance is an important task for both domestic and foreign legislators.A special approach to the development of this institution has developed in the people’s Republic of China, where the traditional model of legal regulation of corporate governance is observed in energy companies with state participation, which, in turn, is in constant development as a result of the integration of the economic activities of such companies into international trade.The research reveals the specifics of implementing corporate governance in companies with state participation under the laws of the people’s Republic of China, as well as a comparative legal analysis of the organizational and legal forms of corporate governance entities under Chinese and Russian legislation.
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Lin, Li-Wen. "Mandatory Corporate Social Responsibility? Legislative Innovation and Judicial Application in China." American Journal of Comparative Law 68, no. 3 (September 1, 2020): 576–615. http://dx.doi.org/10.1093/ajcl/avaa025.
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Abstract Corporate social responsibility (CSR) is often understood as voluntary corporate behavior beyond legal compliance. The recent emergence of CSR legislation is challenging this typical understanding. A number of countries including China, Indonesia, and India have expressly stated in legislation that companies shall undertake CSR. However, the CSR law is controversial. Critics of CSR see the law as an unwise effort to challenge profit maximization as the only social responsibility of the corporation. Even CSR advocates welcome the CSR law with great caution. Given the vague statutory language of CSR, the practical application of the law places high demands on the judiciary. However, as the countries that have adopted the CSR law are mainly developing countries with rather weak legal institutions, it raises a common concern that the law is simply an innovation without implementation. This Article conducts an empirical study of China, an early adopter of CSR legislation. The empirical analysis of Chinese court cases reveals what the CSR law means in judicial practice, whether CSR is in fact mandatory, and in what types of disputes CSR is relevant or outcome determinative. Among various findings, this Article shows that the CSR law is by no means as useless as commonly expected. The meaningful application of the law is attributable to the law’s compatibility with China’s legal infrastructure and sociopolitical institutions. Chinese courts have innovatively applied CSR in various contexts far beyond the traditionally Western-led focus on directors’ fiduciary duties. The Chinese experience suggests that the CSR law is more of a judicial review standard than a corporate behavior standard, which further confirms the importance of judicial capacity in implementing the vague law. This Article concludes with insights for the corporate purpose debate from a comparative perspective and with policy suggestions for adopting CSR legislation.
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Терновая, Ольга, and Olga Tyernovaya. "LEGAL STATUS OF MANAGEMENT BODIES IN SHARE HOLDING COMPANIES IN FRANCE AND IN RUSSIA." Journal of Foreign Legislation and Comparative Law 1, no. 5 (December 2, 2015): 0. http://dx.doi.org/10.12737/16137.
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The article reviews legal nature of joint stock companies’ corporate bodies in accordance with the French and Russian legislations. Despite the influence of Anglo-American approaches on the formation of the Russian corporate legislation, the author proposes to more actively take into account the positive experience of countries with the continental law as they are closer to the Russian juridical reality. In this context the author pays special attention to the French legislation on joint stock companies. The author notes two most powerful trends in the evolution of the French corporate legislation: on the one hand, these are major changes in the substantive legal framework for governance and relations between the participants and the company, and on the other hand — important changes in legal regulation over governance and relations between the company participants. Comparison of certain issues in the legal nature of joint stock companies’ corporate bodies (boards) in Russia and France allows making the conclusion that the French legislation regulates in more detail such topical issues as peculiarities of the joint stock companies’ governance models, powers of a sole executive body, basis for civil responsibility of persons who are part of corporate bodies of a joint stock company.
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Medvedeva, T., and A. Timofeev. "Studying Demand for Institutes of Corporate Governance: Legal Aspects." Voprosy Ekonomiki, no. 4 (April 20, 2003): 50–61. http://dx.doi.org/10.32609/0042-8736-2003-4-50-61.
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The article analyzes legal aspects of institutes of corporate governance. Different draft laws "On Joint-Stock Companies" are considered which reflected interests of separate groups of participants of market relations. Stages of property redistribution are outlined. The advantages of the model of the open joint-stock company are formulated. Special attention is paid to the demand for legal institutes of corporate governance as well as to the process of accepting the Federal Law "On Entering Amendments to the Federal Law "On Joint-Stock Companies"" which was enacted in 2002. The article contains proposals directed at improvement of corporate legislation.
15
Haddad, Ayman E., Wafaa M. Sbeiti, and Amer Qasim. "Accounting legislation, corporate governance codes and disclosure in Jordan: a review." International Journal of Law and Management 59, no. 1 (February 13, 2017): 147–76. http://dx.doi.org/10.1108/ijlma-07-2016-0064.
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Purpose The main aim of this paper is to provide an overview of the most influential economic changes and accounting legislation affecting financial reporting and disclosure practices in Jordan. It also provides an overview of disclosure studies conducted in Jordan covering the year(s) between 1986 and 2014 to investigate whether there is an improvement in disclosure practice in Jordan. This paper also investigates the most influential firm characteristics affecting disclosure practices in Jordan found in prior disclosure studies that were conducted in Jordan between 1986 and 2014. The paper also addresses the disclosure items required in Corporate Governance Codes that exist for listed shareholding companies, banks and insurance companies. Finally, the paper discusses the quality of accounting education in Jordan, as prior studies noted its impact on accounting practice. Design/methodology/approach Based on a review of prior disclosure studies conducted in Jordan between 1986 and 2014, this study compared the results of disclosure studies before and after 1998. In 1997, Jordan, as a result of economic changes, issued the Temporary Securities Law and its Directives of Disclosure, which came into effect in 1998. The law is considered as the turning point in the improvement of disclosure practice in Jordan. A trend line of disclosure practice is also used to investigate whether disclosure practice is improved after the issuance of this law. A descriptive analysis is also used to examine the factors affecting disclosure practice in Jordan. Findings Based on a review of prior disclosure studies, it was concluded that disclosure practices have improved overtime. It was also observed that that firm size as a factor has always affected the level of disclosure in Jordan and is followed by external auditing, while liquidity is found to have the least effect. It was concluded that economic changes, agreement with international organizations like the World Trade Organization (WTO) and the International Organization of Securities Commissions (IOSCO), new regulations and financial market reforms have improved disclosure practice in Jordan. It was also found that there is a need for further studies in disclosure practice that are not sufficiently covered in Jordan. Originality/value The study is based on a review of disclosure studies conducted in Jordan between 1986 and 2014. We investigate whether mandatory, voluntary, corporate social and internet disclosure practice improved over the last three decades in Jordan. This study is the first to provide evidence on the improvement of disclosure practices based on a review of disclosure studies in Jordan. The paper is expected to be a reference for disclosure studies in developing countries, Jordan in particular, as it summarized and criticized the weaknesses on disclosure practice and accounting legislations in Jordan.
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Çipi, Amali, Enida Pulaj, and Raman Ismaili. "Corporate Governance and Law Enforcement in Albanian Joint Stock Companies." International Business Research 9, no. 11 (October 17, 2016): 201. http://dx.doi.org/10.5539/ibr.v9n11p201.
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<p class="05AbstractKeywords">Proper implementation of CG regulations by the companies brings advantages both for companies and countries. Furthermore, the quality of legal rules determines the shape of the ownership concentration structure of the firm and, in many cases, assumes a monitoring role. In this sense for Albanian economy improving the use and enforcement of “good” CG practices will lead to higher foreign investment and soft passage towards modern economy. In this paper, we aim to analyze the evolutionary patterns of CG legal framework in Albania and, based on an application of the Delphi technique, provide development prospects considering the perceptions of a panel of Joint Stock Companies – JSCs- Chief Executive Officers –CEOs. Our essay demonstrates that CEOs expresses overall satisfaction with the CG legislation but its implementation isn’t at the required levels. Additionally, larger gaps and variations exist in areas where regulations and guidelines are less demanding or enforcement is difficult.</p>
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Xin, Tang. "Commentary on “New Hope for Corporate Governance in China?”." China Quarterly 191 (September 2007): 613–19. http://dx.doi.org/10.1017/s0305741007001609.
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The concept of corporate governance was not discussed in Chinese academic literature until the year when the first Company Law of the People's Republic was enacted. From scholarship to practice, corporate governance saw great progress throughout the following decade.
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Nwafor, Anthony O. "The protection of environmental interests through corporate governance: A South African company law perspective." Corporate Board role duties and composition 11, no. 2 (2015): 8–20. http://dx.doi.org/10.22495/cbv11i2art1.
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The quest to maximize profits by corporate administrators usually leaves behind an unhealthy environment. This trend impacts negatively on long term interests of the company and retards societal sustainable development. While there are in South Africa pieces of legislation which are geared at protecting the environment, the Companies Act which is the principal legislation that regulates the operations of the company is silent on this matter. The paper argues that the common law responsibility of the directors to protect the interests of the company as presently codified by the Companies Act should be developed by the courts in South Africa, in the exercise of their powers under the Constitution, to include the interests of the environment. This would guarantee the enforcement of the environmental interests within the confines of the Companies Act as an issue of corporate governance.
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SHEMSHUCHENKO, Yurii S., and Anatoliy V. KOSTRUBA. "Legal Aspects of Corporate Management in the Context of International Law Rules." Journal of Advanced Research in Law and Economics 11, no. 4 (June 15, 2020): 1416. http://dx.doi.org/10.14505/jarle.v11.4(50).38.
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This study sets the task of studying the legal aspects of corporate governance in the context of existing international law. Consideration of issues related to the legal aspects of corporate governance is of great importance for the development of common criteria for evaluating their activities from the point of view of existing legal norms. The development of ever new forms of public organizations and the need to develop legislative norms to regulate their activities only emphasizes the importance of the issue under study. The relevance of this problem is of particular importance in light of the fact that to date, the laws of most countries have not yet developed clear criteria governing the corporate activity. This fact leads to difficulties in studying this issue and the high probability of misunderstanding in matters of corporate activity and corporate governance features, not to mention giving this activity a proper assessment from the standpoint of the norms of current legislation. This study sets the task of studying the fundamental legal rules regulating the corporate governance of Ukraine and foreign countries with the identification of the similarities and differences of existing legal standards. The method of comparative analysis of works of domestic and foreign researchers in the framework of the subject under consideration was selected. The applied value of this material is to identify the main criteria for the compliance of the current aspects of corporate governance with international law with a view to the subsequent application of the results in practice. The research prospects in this direction from a legal point of view consist in comparing the current legislative acts regulating international law with regard to corporate governance issues, which opens up great opportunities for analysis of all the provisions of corporate governance and bringing them into line with the norms of existing international law.
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Zagonel, Timóteo, Paulo Renato Soares Terra, and Diogo Favero Pasuch. "Taxation, corporate governance and dividend policy in Brazil." RAUSP Management Journal 53, no. 3 (July 9, 2018): 304–23. http://dx.doi.org/10.1108/rausp-04-2018-006.
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Purpose This study aims to analyze the influence of taxes and corporate governance on the dividend policy of Brazilian companies. Design/methodology/approach The authors identify the changes of the tax legislation in Brazil in the period 1986-2011 and check their effect on corporate dividend policies for preferred and common shares. The authors use panel data Probit and Tobit estimation to verify the probability of companies to pay dividends under different tax regimes. The final sample comprises 672 companies, 1,159 traded stocks and 30,134 observations Findings The authors’ results suggest that changes in the tax legislation have a significant influence on dividend payments. Also, firms do not follow target payout ratios, but dividends are moderately dependent on past payments. Dividend payouts are affected by stock voting rights, privatization and dividend deductibility. Changes in regulation that reduce the agency problems among shareholders affect positively payout ratios. Practical implications For managers, maximizing shareholders’ value requires taking into account the consequences of the taxation when designing financial policies for the firm. For investors, stock portfolio selection should take into account payout behavior and how changes in dividend taxation affect stocks’ value. For policymakers, the effects of changes in the tax code on corporate behavior are of utmost importance to stimulate private investment and economic growth. Originality/value There are several tax law changes in Brazil within the period analyzed, creating a good opportunity to study the effect of taxation on dividend policy and its dynamics over time.
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Sharma, J. P., Sunaina Kanojia, and Shikha Sachdeva. "Comparison of Whistle-blower Protection Mechanism of Select Countries." Indian Journal of Corporate Governance 11, no. 1 (June 2018): 45–68. http://dx.doi.org/10.1177/0974686218769198.
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Whistle-blower protection mechanisms (WPMs) play a critically significant role in combating corruption through ethics, corporate governance and statutes. This article examines the essence of whistle-blower mechanism existing in the developed and developing countries in order to unearth the legislative structure of countries supporting the whistle blower mechanism and pursuit of ethical conduct for sound corporate governance. The article attempts to identify, evaluate and analyse the attributes of whistle-blower mechanism across nations and finds that despite off-symmetric attributes, the mechanisms are asymmetric specific to the countries’ corporate culture. It has also been found that most significant attribute of a sound whistle-blower mechanism is the level of protection provided to the whistle-blowers followed by coverage of sectors, anonymity and the regulator of whistle-blowing complaints in the country. The attributes vary widely across nations on the basis of coverage of sectors, anonymity withheld and the level of protection, with United States of America delivering the best protection to whistle-blowers trailed by Australian whistle-blower protection laws and then South Africa; India, China and Indonesia lag considerably behind in having a sound whistle-blower mechanism.
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Bruno, Sabrina. "Climate Corporate Governance: Europe vs. USA?" European Company and Financial Law Review 16, no. 6 (December 6, 2019): 687–723. http://dx.doi.org/10.1515/ecfr-2019-0027.
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According to economic literature, climate change is a financial factor: this is the logical premise of the European Directive N. 2014/95/EU requiring disclosure on the policies adopted by big corporations on climate change risks and opportunities. Through disclosure, climate change imprints the contents of directors’ duty of skill and care in Europe. On the contrary, in US there is no federal legislation or SEC regulations specifically on climate disclosure. Absent any binding decision yet, the current assessment of directors’ fiduciary duties under state law does not include consideration of climate change risks and opportunities according to American authors, even though fiduciary duties may evolve. The sole effective tool is the Martin Act. Levels of disclosure of US and EU corporations are therefore already significantly different both in terms of climate risks and opportunities. This situation can drive the financial sector to direct capital to Europe. Institutional investors in US have been trying to increase disclosure through shareholders’ proposals under Rule 14a-8 but these efforts have been recently undermined by the micro-management argument used by SEC. The conclusion is that the market cannot govern climate change by itself: because of regulation, European corporations are better positioned to mitigate the “carbon bubble”. What is at stake is the profitability of American corporations.
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VORONTSOV, Pavel G. "An action plan to protect and strengthen corporate governance practices in Russian corporations." Digest Finance 26, no. 1 (March 30, 2021): 26–43. http://dx.doi.org/10.24891/df.26.1.26.
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Subject. The article considers the corporate governance implementation in Russia under modern conditions and evaluates its efficiency. Objectives. The aim is to identify key areas for strengthening and developing the corporate governance practices in Russian companies that will enable to improve the existing corporate governance model. Methods. The study draws on comparative analysis, ranking, classification, formation of ratings on the basis of sociological surveys. Results. The paper includes recommendations on creating a single standard to assess corporate government practices, which should involve three parties, i.e. the business, rating agencies and the State, and consider their interests. I offer a methodology for overall assessment of components investigated by rating agencies that may help investors understand the business activity of companies. Conclusions. Public companies and State-owned corporations demonstrate the best results in the sphere of corporate governance. It is critical to enhance corporate governance in Russia, which implies developing the corporate legislation, improving the law enforcement practice. Companies should be willing to take measures to perfect corporate governance.
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Horodyskyy, Ivan, Andriy Borko, and Mariia Sirotkina. "ADAPTATION OF UKRAINIAN CORPORATE LEGISLATION TO EUROPEAN STANDARDS." Baltic Journal of Economic Studies 7, no. 3 (June 25, 2021): 56–64. http://dx.doi.org/10.30525/2256-0742/2021-7-3-56-64.
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Defining the European vector of development of Ukraine in the model of international cooperation as a priority involves the use of European standards in the field of law. This is impossible without careful adaptation work to bring the domestic legal system in line with the system that exists in the countries of the European Union. Recent changes in legislation have been long-awaited and have been a breakthrough in the corporate and financial sectors. The authors aim to carry out a comprehensive analysis of Ukrainian corporate law by comparing the political governance of Eastern Europe, economic and political aspects of the current situation, problems of corporate governance and ways to solve them, and the current stages of adaptation of corporate law in its transformation to the EU’s norms. In February 2018, the European Commission proposed to consider 2025 a possible date for the accession of Serbia and Montenegro, which means recognizing these countries as the first league in the Balkans, even in case the EU Council does not approve this date. The second league was set by the Council in June 2018, when 2019 was marked as a possible conditional date for the opening of accession negotiations with Albania and Macedonia. While the third league is for the accession of Bosnia and Kosovo, for which no date has been set. Negotiations with Turkey have been suspended. For comparison, if we take into account both political and economic indicators, Ukraine is approximately equal to the Balkan states of the second league. The prospect of EU membership has been recognized as the strongest external factor in domestic political change in the countries surrounding the EU. In accordance with the requirements of the Association Agreement with the EU on corporate law (EU Directives No. 2001/34/EC, No. 2003/71/EC, No. 2004/109/EC, No. 2007/14/EC, No. 2007/36/EC, No. 2012/30/ ЕС, No. 2013/34/ЕС, Recommendations of the European Commission No. 2005/162/ЕС and No. 2004/913/ЕС) the Law of Ukraine No. 2210-VIII, the Law of Ukraine “On Limited Liability and Additional Liability Companies” dated February 06, 2018 No. 2275-VIII, amendments to the Laws of Ukraine №514-VI, “On Securities and Stock Market”, “On Business Associations”, the Economic Code of Ukraine, the Civil Code of Ukraine, the Criminal Procedural Code of Ukraine and other laws were made and came into force on July 1, 2021 in the Law of Ukraine No. 738-IX. European integration transformation of Ukrainian legislation in the context of protection of shareholders’ rights was manifested through the implementation of Directive 2004/25/EC in the Law of Ukraine “On Amendments to Certain Legislative Acts of Ukraine Concerning the Simplification of Doing Business and Attracting Investments by Issuers of Securities” dated March 23, 2017 No. 1983-VIII and the Law of Ukraine No. 514-VI. Ukraine’s economy has not yet recovered from the negative effects of the global financial crisis of 2008, the political coup, the national crisis of 2015, the current crisis caused by the COVID-19 pandemic. This situation shows declining dynamics, and changes in Ukrainian legislation are offset, not showing real effect. The harmonization of Ukrainian legislation is complicated by the unwillingness of Ukraine’s business environment to comply with EU rules. Analyzing the activities of the JSC, the dynamics of the securities market, stock market and the transformation of Ukrainian legislation, the initiatives of certain branches of government, we can say that Ukraine is moving in the right direction but not fast enough and forms a country with a real market economy. Therefore, we can conclude that the adaptation of Ukrainian corporate law to EU legislation should be carried out not only in relation to existing EU directives but in accordance with general trends and prospects for the development of European corporate law.
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Tomasic, Roman, and Jenny Jian Rong Fu. "Government-owned companies and corporate governance in Australia and China: beyond fragmented governance." Corporate Ownership and Control 3, no. 4 (2006): 123–31. http://dx.doi.org/10.22495/cocv3i4p10.
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The ownership and control of government owned companies presents a major challenge for the integrity of established corporate law ideas regarding accountability of directors and the independence of government owned companies. Drawing upon experience from China and Australia, the article discusses some of the key corporate governance tensions that have emerged from the corporatization of state owned assets. The attempt to uncritically apply private sector ideas to the corporatisation of state-owned and controlled companies is fraught with difficulties that are discussed in this article. The article also examines attempts to place state owned companies on a sounder conceptual footing through changes to their culture brought about by adopting and embedding guidelines and standards, such as the recent OECD Guidelines on the Corporate Governance of State-owned Enterprises
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Naz, Raveena. "Efficacy of corporate social responsibility in corporate governance structures of family owned business groups in India." Corporate Governance and Organizational Behavior Review 2, no. 1 (2018): 52–68. http://dx.doi.org/10.22495/cgobr_v2_i1_p5.
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The concept of ‘Corporate Social Responsibility’ (CSR) has often relied on firms thinking beyond their economic interest despite the larger debate of shareholder versus stakeholder interest. India gave legal recognition to CSR in the Companies Act, 2013. CSR in India is believed to be different for two reasons: the dominance of family business and the history of practice of social responsibility as a form of philanthropy (mainly among the family business). This paper problematises the actual structure of business houses in India and the role of CSR in a context where the law identifies each company as a separate business entity while the economics of institutions emphasizes the ‘business group’ consisting of a plethora of firms as the institutional organization of business where capital owned or controlled by the family group is spread across the firms through the interlocked holding structures. Within this framework, the largest family firms, which are part of family owned business groups, top the CSR expenditure list. The governance structure of family firms allows family owned business group to show mandatory compliance of CSR even when they actually spend much less than what is prescribed by law. This aspect of the family firms is not addressed by the CSR legislation in particular or corporate governance legislation in general in India. The paper illustrates this with an empirical study of one of the largest family owned business group in India Reliance Industries Limited (RIL), which is well acclaimed for its CSR activities. The paper demonstrates how the business group through these series of shareholding network reduces its legally mandated CSR liability. The paper thus indicates the inadequacy of CSR legislation in India because the unit of compliance is an individual firm and it assumes that each firm is independent and only connected to each other through market dealings. The law does not recognize the inter-connections of firms (through common ownership and control) in corporate governance structures of family owned business group and hence is inadequate in its design to effect the threshold level of CSR expenditure. This is the central argument of the paper.
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HAWES, Colin, and Grace LI. "Transparency and Opaqueness in the Chinese ICT Sector: A Critique of Chinese and International Corporate Governance Norms." Asian Journal of Comparative Law 12, no. 1 (May 8, 2017): 41–80. http://dx.doi.org/10.1017/asjcl.2017.8.
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AbstractThis article critiques the current Chinese corporate governance framework and the OECD Principles of Corporate Governance (OECD Principles) on which the Chinese framework is largely based through detailed analysis of public disclosures by four prominent Chinese internet and communications technology (ICT) firms. These include State-controlled firms (China Telecom & China Mobile), mixed ownership (ZTE), and privately-controlled firms (Huawei Technologies). The article argues that neither Chinese nor international corporate governance norms deal adequately with the complex group structures that are so common among large Chinese firms. It also reveals deficiencies in the rules on independent directors, supervisory committees, and Chinese Communist Party committees as they are applied by Chinese ICT firms. The article concludes with reform proposals that would provide more useful information and better protection to outside investors and public stakeholders in the unique Chinese corporate environment.
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Miles, Lilian, and Zhong Zhang. "Improving Corporate Governance in State-Owned Corporations in China: Which Way Forward?" Journal of Corporate Law Studies 6, no. 1 (April 2006): 213–48. http://dx.doi.org/10.1080/14735970.2006.11419951.
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Rudolf, Stanisław. "The Impact of Economic Crises on Changes in Corporate Governance." Equilibrium 6, no. 4 (December 31, 2011): 7–20. http://dx.doi.org/10.12775/equil2011.025.
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Over the last 10 - 15 years significant changes took place in principal systems of corporate governance i.e. in the Anglo-Saxon and German systems. These changes were of similar or the same character. This was an effect of economic crises, mainly crises of 1997 – 1998 and 2007 – 2009. The crises have influenced the changes either directly through amendments in the so-called hard law of national systems of supervision or indirectly through recommendations on corporate governance issued by international institutions and organizations. The OECD and the European Commission played the most important part in this respect. These organizations had a big impact on the formation and shape of the so-called codes of good practice, whose principles are generally implemented by companies, mainly listed companies. The principles happen to be of the so-called soft law character and after some encouraging experience with their use take on the form of legislation.
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Putri Rahayu, Ni Komang. "PENGATURAN KOMPETENSI KOMISARIS INDEPENDEN DALAM MEWUJUDKAN GOOD CORPORATE GOVERNANCE." Jurnal Magister Hukum Udayana (Udayana Master Law Journal) 6, no. 4 (December 31, 2017): 417. http://dx.doi.org/10.24843/jmhu.2017.v06.i04.p01.
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The objective of the research is to reveal the Competence of Independent Commissioners in realizing Good Corporate Governance. The research method used is normative juridical research method with conceptual approach, legislation and case approach. The result of the research shows that the Independent Competence of Independent Commissioners in achieving Good Corporate Governance means that the regulation of the competence and integrity requirements of independent commissioners in Good Corporate Governance, especially the competency requirements are regulated in Limited Liability Company Law and Capital Market Law which regulates core business competence and core competency behavior. Meanwhile, the integrity of an independent commissioner is regulated in a code of conduct that an independent commissioner must adhere to.
Tujuan penelitian untuk mengetahui pengaturan Kompetensi Komisaris Independen dalam mewujudkan Good Corporate Governance. Metode penelitian yang digunakan adalah metode penelitian yuridis normatif dengan pendekatan-pendekatan konseptual, perundang-undangan dan pendekatan kasus. Hasil penelitian menunjukkan pengaturan Kompetensi Komisaris Independen dalam mewujudkan Good Corporate Governance dimaksudkan bahwa pengaturan syarat kompetensi dan integritas komisaris independen dalam Good Corporate Governance khususnya syarat kompetensi diatur dalam Undang-Undang Perseroan Terbatas dan Undang-Undang Pasar Modal yang mengatur mengenai kompetensi inti bisnis dan kompetensi inti perilaku. Sementara itu, untuk integritas komisaris independen diatur dalam code of conduct (pedoman perilaku) yang harus dipatuhi oleh komisaris independen.
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Mijatović, Marija. ""Soft" regulation of corporate governance in Serbian law: Methodological emulation of the European Union legislation." Civitas 9, no. 1 (2019): 42–55. http://dx.doi.org/10.5937/civitas1901042m.
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Ho, Virginia Harper. "Corporate Governance as Risk Regulation in China: A Comparative View of Risk Oversight, Risk Management, and Accountability." European Journal of Risk Regulation 3, no. 4 (December 2012): 463–75. http://dx.doi.org/10.1017/s1867299x00002403.
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Risk management and oversight have long been recognized as core corporate governance issues and have gained renewed attention in the wake of the financial crisis. Recent corporate governance reforms in China follow these global trends. This article is the first to examine the intersections between corporate governance and risk regulation in China from a comparative perspective. It surveys corporate governance tools that have been adopted by Chinese regulators and firms to motivate effective risk oversight and risk management across the corporate enterprise, focusing on China's regulation of internal controls and risk management systems. These internal mechanisms are particularly important given the widely recognized limits of external monitoring and enforcement mechanisms in China.This article observes that recent guidelines on enterprise risk management (ERM) and internal controls reflect international corporate governance standards and that China adopts a broad perspective on risk oversight that extends to both financial and non-financial risks. China's adoption of international models offers a new opportunity to reexamine longstanding debates on the potential for global corporate governance convergence. This article argues that China has adopted a regulatory approach to internal risk oversight and management that is consistent with its historical law reform trajectory, the reality of China's state-dominated equity markets, and the continued influence of the state on firm management. Its conclusions support the literature on the path dependency of corporate governance systems and prior comparative studies of corporate governance in China that find convergence of form but divergence of function.
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Kuznetsova, Natalia, Oleksii Kot, Andrii Hryniak, and Mariana Pleniuk. "Abolition of the Commercial Code of Ukraine: Potential Consequences and Necessary Prerequisites." Journal of the National Academy of Legal Sciences of Ukraine 27, no. 1 (March 26, 2020): 100–131. http://dx.doi.org/10.37635/jnalsu.27(1).2020.100-131.
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The paper analyses the provisions of the Commercial Code of Ukraine, comparing them with certain provisions of the Civil Code of Ukraine and separate laws and other regulations. Considering the need to align Ukrainian legislation with the legislation of the European Union countries in legislation regarding the establishment and operation of partnerships, corporate governance, protection of shareholders, creditors and other interested parties, regarding the further development of corporate governance policy in accordance with international standards, including the gradual approximation to the rules and recommendations of the European Union in this area, it is concluded that it is advisable to abolish the Commercial Code of Ukraine by adopting the relevant law, which stipulates all necessary measures to ensure proper legal regulation of relations for the period of preparation of the relevant systemic changes to the Civil Code of Ukraine. It is proved that most of the provisions of the Civil Code of Ukraine are reference or blanket, and therefore have minimal regulatory impact and mostly duplicate the provisions enshrined in other regulations. Based on the analysis of the provisions of the Commercial Code of Ukraine, it is concluded that its provisions, given their minimal regulatory impact on business relations and considering the detailed regulation of these relations in the Civil Code of Ukraine, can be repealed without any reservations. In such settings and in order to simplify the legal regulation of business activity, as well as in view of the obligations of our country (in particular, to bring the Ukrainian legislation in conformity with the legislation of the EU countries in legislation regarding the establishment and activity of partnerships, corporate governance, protection of rights of shareholders, creditors, and other stakeholders, regarding further development of corporate governance policy in line with international standards, as well as the progressive approximation to EU rules and recommendations in this area), the expediency of abolishing the Commercial Code of Ukraine is beyond doubt
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Benvenuto, Marco, Roxana Loredana Avram, Alexandru Avram, and Carmine Viola. "Assessing the Impact of Corporate Governance Index on Financial Performance in the Romanian and Italian Banking Systems." Sustainability 13, no. 10 (May 15, 2021): 5535. http://dx.doi.org/10.3390/su13105535.
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Background: Our study aims to verify the impact of corporate governance index on financial performance, namely return on assets (ROA), general liquidity, capital adequacy and size of company expressed as total assets in the banking sector for both a developing and a developed country. In addition, we investigate the interactive effect of corporate governance on a homogenous and a heterogeneous banking system. These two banking systems were chosen in order to assess the impact of corporate governance on two distinct types of banking system: a homogenous one such as the Romanian one and a heterogeneous one such as the Italian one. The two systems are very distinct; the Romanian one is represented by only 34 banks, while the Italian one comprises more than 350 banks. Thus, our research question is how a modification in corporate governance legislation is influencing the two different banking systems. The research implication of our study is whether a modification in legislation, thus in the index of corporate governance, is feasible for two different banking sectors and what the best ways to increase the financial performance of banks are without compromising their resilience. Methods: Using survey data from the Italian and Romanian banking systems over the period 2007–2018, we find that the corporate governance has a significant, positive and long-lasting effect on profitability and capital adequacy in both countries. Results: Taking the size of the company into consideration, the impact of the Index of Corporate Governance (ICG) on a homogenous banking system is positive while the impact on a heterogeneous banking system is negative. Conclusions: Our study provides evidence of the impact of IGC on financial performance and sheds light on the importance of the size of the company. Therefore, one can state that the corporate governance principles applied do not encourage the growth of large banks in heterogeneous banking sectors, thereby suggesting new avenues of research associated with new perspectives.
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Moro Visconti, Roberto. "Editorial: A geo-context of corporate governance and law scholarly research." Corporate Law and Governance Review 2, no. 2 (2020): 4–6. http://dx.doi.org/10.22495/clgrv2i2editorial.
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This new issue contains four contributions that geographically extend from Tunisia to Germany, China, and post-colonial countries like Kenya and Uganda. This witnesses the international scope of corporate law and governance and its scalable worldwide applicability, eased by local fine tuning. In spite of this geographical common denominator, the papers evidence spicy differences in their research targets.
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Ruohonen, Janne, Lassi Salminen, and Veikko Vahtera. "Governance and Steering of MOCs in Finland – Legal Perspective." Lex localis - Journal of Local Self-Government 19, no. 3 (July 22, 2021): 705–28. http://dx.doi.org/10.4335/19.3.705-728(2021).
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Local governments often use corporations for public service output. In Finland, limited liability companies can be used as a means to produce functions that a municipality is required to engage in by law or those functions that are optional for a municipality. This paper explains the current state, regulative background and reasons for corporatisation in Finnish municipalities. We then present a legal analysis of the legal strategies provided in the legislation that a municipality can use to govern and steer its external corporate bodies. Understanding the legal boundaries and possibilities is imperative for extending local self-governance to MOCs, and to align their goals with those of the municipality.
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Ojogbo, S. E., and T. C. Nwano. "Corporate Governance Code and Corporate Governance Implications for Business: A Critique of Nigeria’s 2016 and 2018 Codes." Recht in Afrika 22, no. 1 (2019): 77–96. http://dx.doi.org/10.5771/2363-6270-2019-1-77.
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Corporate governance is the system by which companies are directed and controlled. Board of directors are responsible for the governance of a Nigerian company. However, the shareholders of a Nigeria company have power of oversight over the board. This power is exercised by a majority of shareholders. It is this separation of ownership and control that makes good corporate governance imperative to protect shareholders against corporate board misbehaviour, as well as to protect minority shareholders against the opportunism of corporate insiders (board of directors and majority shareholders). Even though corporate law is the primary legislation that regulates the corporation, corporate governance codes have become important corporate governance standards that helps to guide the board and promote effective managerial engagement with shareholders to promote corporate accountability. The Financial Reporting Council of Nigeria (FRCN) issued two corporate governance codes in two years - the National Code of Corporate Governance 2016 and the Nigerian Code of Corporate Governance 2018. This shows a clear intention to promote good corporate governance in the country. This essay identifies the peculiar corporate governance challenges in Nigeria, and reviews the two corporate governance codes to show how they address the peculiar challenges. The paper undertakes a criticism of the 2018 and compares to the 2016 Code and corporate governance regulations in other regulations. This criticism highlights the weaknesses in the code and the need for a review. The essay thus suggests a review of the 2018 to provide for Independent Non-Executive Directors dedicated to the interest of minority shareholders as an important first step towards providing access to corporate boards for minority shareholders, as a strategy for promoting corporate accountability. The paper concludes that since the very essence of a corporate governance code is to promote good corporate governance and accountability, any corporate governance Code for Nigeria must address the peculiarity of the Nigerian corporate environment for it to be able to achieve this purpose.
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Ffolkes-Goldson, Suzanne Cecile. "Corporate governance as a mechanism for the deterrence of economic crimes in the Commonwealth Caribbean." Journal of Financial Crime 22, no. 3 (July 6, 2015): 347–53. http://dx.doi.org/10.1108/jfc-03-2014-0015.
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Purpose – The purpose of this paper is to highlight the need for good corporate governance (CG) as one of the mechanisms to combat corporate misconduct and, by extension, to encourage economic growth and development, with special emphasis on Jamaica, which not only has seen the greatest financial sector meltdown in the region, but has also seen the greatest response to the need for CG initiatives. Design/methodology/approach – For the past 20 years, CG has been at the forefront of discussions, legislation and moral suasion regarding corporate transparency and accountability, especially in the wake of spectacular scandals from the Maxwell debacle in the United Kingdom (1992), to Enron in the USA (2001), to the world economic crisis (2008). Codes have been adopted and legislation drafted to meet the concerns regarding corporate abuse, which have not only had an impact on the corporations and their shareholders, but also on a wider group of stakeholders, which includes, in some cases, the countries in which they operate. Not only have these scandals rocked the developed world, but corporate misconduct has taken an especially debilitating toll on developing economies, such as those found in the Commonwealth Caribbean. The cost of corporate misconduct in the region has included government bailouts, loss of jobs and loss of confidence in the markets. These, in turn, have had some negative impact on the development of many of the countries, which includes slow, stagnant or negative economic growth. Findings – The attention to CG in the Commonwealth Caribbean has grown tremendously in the past 10 years by the introduction of codes and legislation with a focus on transparency and accountability in accordance with international standards. The challenge now appears to be the need to link these initiatives with the anti-corruption project. This may be best achieved through the acknowledgment of the need for the private sector to play a greater role in the prevention of corruption through CG initiatives. Put another way, there may be need for an increased focus on the demand side of bribery and corruption rather than simply on the supply side. Finally, the development of emerging economies relies heavily on the stemming of corruption and mismanagement both in the public sector and the private sector. Originality/value – The original value of this paper is the development of CG principles in the region.
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Briano Turrent, Guadalupe del Carmen, Eva Argente Linares, María Victoría López Pérez, and Lázaro Rodríguez-Ariza. "Corporate governance in Latin America and Spain: a comparative study of regulatory framework." Corporate Ownership and Control 7, no. 4 (2010): 427–41. http://dx.doi.org/10.22495/cocv7i4c4p2.
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Based on institutional theory, this study presents a comparative analysis of the regulatory framework for corporate governance to be found in the most important emerging markets in Latin America (Argentina, Brazil, Chile and Mexico), which represent most of the stock market capitalization in the region. In addition, we analyzed the situation of Spain, representing the European economy, given this country’s strong investment presence in the Latin American stock market. The aims of the study are: 1) to extend the current literature related to corporate governance in Spain and emerging Latin American economies; 2) to highlight the evolution of the institutional and regulatory framework for corporate governance in these countries; and 3) to compare the diverse regulatory framework, with particular focus on the laws and corporate governance codes in the above mentioned countries. Despite the trend for international convergence of corporate governance systems toward the Anglo-Saxon model, both in legislation and in good governance codes, there are significant differences between countries. The present convergence is promoted by different institutions; systems differ, thus, in their implementation and application of good governance practices. The countries in question have adopted a hybrid model based, on the one hand, on laws and decrees, and on the other, on the voluntary adoption of codes of good governance. The aim of these measures is to enhance investor protection, to define the functions of the Board and of the Audit Committee, and to improve transparency, especially regarding conflicts of interest, related party transactions and corporate risk for listed companies. The evidence presented in this paper suggests that Argentina, Brazil and Chile have strengthened their legislation in the case of minority investor protection and market transparency (Circular No. 3531 in Argentina, Law No. 10303 in Brazil and the Take-over Law in Chile). On the other hand, Mexico and Spain have issued regulations focused on transparency information (the Transparency Law in Spain and the CUE Circular in Mexico). Codes of good governance have been adopted by all countries except Chile, which bases its corporate governance on the OPAs (Take-over bids) Act. The practices addressed in corporate governance codes are focused on the Board, whose main function is to monitor and supervise management performance. These codes contain a set of recommended practices defining the functions, structure, composition and creation of different committees that support the Board, together with aspects related to COB-CEO duality. Spain and Chile are the countries that have adopted most such practices. The audit function is another important corporate governance dimension in the codes, concerning the role, liabilities and composition of the Audit Committee. This body is responsible for ensuring full and transparent disclosure of company transactions. Mexico is the country that pays most attention to the audit function. Practices relating to the general meeting, disclosure, conflicts of interest and Board support committees are established in all governance codes, especially in Argentina, Brazil and Mexico.
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Hartono, Rudi, Marlina Marlina, and Muaz Zul Muaz Zul. "Pelaksanaan Peraturan Menteri BUMN Nomor: PER-01/MBU/2011 Tentang Penerapan Tata Kelola Yang Baik (Good Corporate Governance) Pada BUMN (Studi Kasus Di PT Perkebunan Nusantara IV)." ARBITER: Jurnal Ilmiah Magister Hukum 2, no. 1 (May 2, 2020): 23–32. http://dx.doi.org/10.31289/arbiter.v2i1.104.
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Good Corporate Governance can be understood as a set of regulations governing Limited Liability relationship between shareholders, management companies and other stakeholders with regard to the rights and obligations, one of which is the decision-making at the Board of Directors and Board of Commissioners. The provisions stipulated in the Regulation of the Minister of SOE No. PER-01 / MBU / 2011, the publication of these regulations ultimately aims to create corporate governance that provides added value for all parties. The research method used is a normative legal research methods that are qualitative, such methods researchers conducted a discussion of the law in legislation through legal theories that found the answers to legal issues in accordance with applicable regulations. Barriers to implementation of Good Corporate Governance is composed of several factors, among others, legal, corporate culture and human resources, but the implementation of PT Perkebunan Nusantara IV remain committed. As part of its commitment to the forming section, which is responsible for monitoring and encouraging implementation of application in accordance with the provisions of the Law.
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Bajra, Ujkan, and Simon Čadež. "Alternative regulatory policies, compliance and corporate governance quality." Baltic Journal of Management 15, no. 1 (December 4, 2019): 42–60. http://dx.doi.org/10.1108/bjm-11-2018-0373.
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Purpose The purpose of this paper is to examine empirically the evolution of corporate compliance with the eighth Company Law Directive (CLD) over time, the relationship between the degree of compliance with the eighth CLD and corporate governance quality (CGQ), and the relative effect of compliance with the eighth CLD and Sarbanes–Oxley Act (SOX) on CGQ. Design/methodology/approach The hypotheses are tested on a sample of EU firms that are cross listed in the EU and the USA and, thus, subject to both EU and US legislation, using fixed effects panel regression analysis. Findings The authors find that compliance levels with the eighth CLD are increasing over time, yet they vary considerably across constituent provisions. The authors also find that higher compliance is positively related to CGQ, although the effect size is higher for compliance with the eighth CLD than for compliance with SOX. Originality/value This study is original from many perspectives. Unlike most prior studies, which rely on binary variables to represent the constructs appraised in this study, novel and advanced measures of compliance and CGQ are constructed. Next, this study examines EU firms that have received very little research interest compared to US firms. Third, in an innovative approach, the authors appraise the relationship between the degree of compliance and CGQ longitudinally at both the aggregate and the constituent provision levels.
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Şahin, Ayşe. "How Principles of Business Ethics Relates to Corporate Governance and Directors?" European Journal of Economics and Business Studies 4, no. 3 (December 1, 2018): 22–27. http://dx.doi.org/10.2478/ejes-2018-0056.
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Abstract How can we define business ethics? Which principles are inherent in it? Business ethics propose several principles to be considered by companies, commercial entities, as well as other entities such as NGO’s, cooperatives, public organizations etc. First, this study will clarify the meaning and scope of business ethics and the principles included, such as integrity, fairness, trust, openness, truthfulness etc. Secondly, I will try to examine different facets of business ethics. I will approach this concept especially from a legal perspective and try to determine which aspects of this concept have been integrated into law. Business ethics has reflections especially in business law and corporate governance and is being “legalized” by the corporate codes of conduct. This study aims to clarify that business ethics are mentioned explicitly in Turkish law, in the Code of Corporate Governance concerning public companies and discuss legal impact of this regulation. As a result of this quotation in the Turkish Legislation, there could be revealed several questions. One of the questions is whether ethical standards might be a source of liability of the board and directors. In my presentation I would like to examine to what extent ethical standards interrelates with corporate governance codes and the liability of directors. Business ethics can be described as a source concept and a set of principles, that gives rise to fields such as “corporate governance”, “corporate responsibility”, “liability of directors” and “human rights in business” concerning especially working conditions of the employees. Business ethics has an intersection with all the mentioned fields. In the second part of this study, I will try to clarify the connection of business ethics with corporate governance principles in business and then conclude how business ethics has been adopted into legal system and how it shapes and affect business practices especially in Turkish law.
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Zhao, Jingchen. "Enhancing transparency through company law reform in China." Northern Ireland Legal Quarterly 66, no. 1 (August 17, 2018): 43–69. http://dx.doi.org/10.53386/nilq.v66i1.143.
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A growing awareness of corporate social responsibility (CSR) is always reflected by an increase in the number of CSR or sustainability reports published, as well as in the provision of CSR-related information. The growing importance of socially responsible investment and of the media are converging, and an increasing awareness of companies’ social, ethical and environmental performance calls for greater transparency in reporting. Corporate disclosure is one of the most common means of ensuring adherence to corporate governance principles such as fairness and transparency. This issue is particularly important for China, where guanxi and government control are regarded as key elements for business transactions. This article sets out to explore the emerging practice of CSR reporting in China to examine whether current practice is motivated by the purpose of discharging accountability to relevant stakeholders, and also whether it is helpful to transplant the UK’s ‘strategic report’ system to China. It is salient to discuss why the CSR reporting system is important to China in order to promote CSR and a harmonious society, and how to enforce the scheme by mandatory regulations and voluntary guidelines. If a CSR reporting system is established, there is likely to be resistance to major regulatory changes. It would be desirable to maintain a balance between efficient disclosure and increased burdens for companies in order to achieve the ultimate purpose of boosting the competitive advantages of companies through increased transparency via corporate disclosure.
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Zhao, Jingchen. "A more efficient derivative action system in China: challenges and opportunities through corporate governance theory." Northern Ireland Legal Quarterly 64, no. 2 (March 2, 2020): 233–53. http://dx.doi.org/10.53386/nilq.v64i2.344.
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The derivative action is an exception to the rule in Foss v Harbottle1 that was introduced with high expectations during a Chinese company law (CCL) reform that came into effect in 2006. It is vital to combat the abuse of derivative action in China, a country with an emerging corporate governance model, a weak legal system and inefficient enforcement measures. This article examines several deficiencies in derivative actions, with the purpose of arguing for a more effective and positive derivative action rule for the benefit of shareholders and their companies, and also for the development of CCL and the reconstruction of the Chinese corporate governance system. Corporate governance theories will be discussed as theoreticalsupports for a more efficient and enforceable derivative action system in China.
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Lapina, Yuliya, Alexander Kostyuk, Udo Braendle, and Yaroslav Mozghovyi. "Shareholders rights and remedies (comparative law perspective)." Corporate Board role duties and composition 12, no. 3 (2016): 6–13. http://dx.doi.org/10.22495/cbv12i3art1.
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The main aim is to discuss shareholder rights protection in Ukraine and Germany, which have the same Civil law legal system. Our contribution outlines, systemizes and accesses approaches how critical and weak issues in the area of shareholder protection are resolved in both countries using the mechanisms of corporate governance. Using Germany as a benchmark, the paper identifies that the most important and efficient mechanisms of shareholders rights protection, which can be implemented in Ukrainian companies are the following: principle of equal treatment and duty of loyalty which should be fixed in the legislation; enhancing the role of the National Securities and Stock Market Commission; introduction of the derivative suit system.
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Nasereddin, Yacoub Adel, and Tamara Yacoub Nasereddin. "Jordan: Developing a Model for the Governance of Arab Family Companies and Their Legislation." Environmental Policy and Law 50, no. 4-5 (March 12, 2021): 423–31. http://dx.doi.org/10.3233/epl-200245.
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The current research aimed to develop a model for the governance of Arab family companies and their legislation, which could contribute to the interconnection between the vision and the structures of supervision and control, and reduce conflicts, and duplication of decision-making and performance. This is an attempt to address the problems faced by Arab family companies, namely the ambiguity of roles, overlapping tasks, lack of discipline and reflection of family problems on the performance and growth of the company due to the absence of a structure for the governance of these companies. The research used survey methods and a literature review to gather opinions and make comparisons and simulations, in order to extract indicators and evidence from them. The research concluded with the development of a model of corporate governance that seeks to unify the components of the various models and their indicators within a single model to avoid the defects in these models and benefit from their advantages and make all practices understandable, easy to implement and review. This article summarises the research and its recommendations to address the various challenges discussed.
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Tovkun, Igor, and Viktoriya Slivnaya. "Problematic issues of corporate governance of companies (analysis of case law)." Law and innovations, no. 4 (32) (December 15, 2020): 68–73. http://dx.doi.org/10.37772/2518-1718-2020-4(32)-10.
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Problem setting. Corporate governance of a company presupposes the existence of a higher, as a rule, self-governing body - the general meeting. The organization of this body is mainly determined by the statute and other internal acts of the company, but not always the status of the general meeting, the legal significance of their decisions, as well as other important aspects of their existence are fully disclosed by local rules. Because of this, the importance of this work is that as of 2020, a large percentage of corporate disputes considered by commercial courts relate to certain problematic issues of the general meeting of companies. Therefore, it is important to determine the activity of solving these problems by analyzing the existing case law. Target research. The purpose of the work is, firstly, to analyze the case law that has developed to date and relates to various important aspects of the organization and activities of the general meeting of companies, including their management decisions; secondly, to identify the main problems underlying court decisions and conclusions on this issue; thirdly, to suggest different options for their solution. Analysis of recent research and publication. Сorporate governance of a company is often a topic that is actively raised by well-known authors and scholars. Thus, the works of Zhornokuy V.G., Maksymchuk K.S., Lutsya V.V., Voloshchenko T.M., Gulyk A.G., Dobrovolsky V.I., Slivinska A.V., Shcherbina O.V., Slipenchuk N.A., Lukach I.V. etc. are devoted to certain issues related to the organization and activities of higher bodies of companies, including the general meeting. Article’s main body. The article is devoted to the disclosure of the main issues of corporate governance in companies. The main purpose of the general meeting and the nature of their decisions based on the rules of economic legislation are determined. Problematic issues related to the decisions of the general meeting and their appeal in commercial courts, based on existing case law, are researched. Conclusions and prospect of development. As a result, we can conclude that the activities of the general meeting is important in determining the activities of the company and in resolving its current issues. Therefore, the acts adopted by the meeting require clear legislative regulation. Due to the large number of corporate disputes in commercial courts, today there are certain problematic aspects in the decision-making procedure of the general meeting. As a result, a number of established legal positions on these issues have been established at the Supreme Court level. But it is not enough for the courts to explain this issue alone. Therefore, one option to solve this problem is to establish a list of grounds and other procedural elements for recognizing the decisions of the general meeting invalid in the model statutes of companies. Another option may be to enshrine in law the provisions of the case law.
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Tovkun, Igor, and Viktoriya Slivnaya. "Problematic issues of corporate governance of companies (analysis of case law)." Law and innovations, no. 4 (32) (December 15, 2020): 68–73. http://dx.doi.org/10.37772/2518-1718-2020-4(32)-10.
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Problem setting. Corporate governance of a company presupposes the existence of a higher, as a rule, self-governing body - the general meeting. The organization of this body is mainly determined by the statute and other internal acts of the company, but not always the status of the general meeting, the legal significance of their decisions, as well as other important aspects of their existence are fully disclosed by local rules. Because of this, the importance of this work is that as of 2020, a large percentage of corporate disputes considered by commercial courts relate to certain problematic issues of the general meeting of companies. Therefore, it is important to determine the activity of solving these problems by analyzing the existing case law. Target research. The purpose of the work is, firstly, to analyze the case law that has developed to date and relates to various important aspects of the organization and activities of the general meeting of companies, including their management decisions; secondly, to identify the main problems underlying court decisions and conclusions on this issue; thirdly, to suggest different options for their solution. Analysis of recent research and publication. Сorporate governance of a company is often a topic that is actively raised by well-known authors and scholars. Thus, the works of Zhornokuy V.G., Maksymchuk K.S., Lutsya V.V., Voloshchenko T.M., Gulyk A.G., Dobrovolsky V.I., Slivinska A.V., Shcherbina O.V., Slipenchuk N.A., Lukach I.V. etc. are devoted to certain issues related to the organization and activities of higher bodies of companies, including the general meeting. Article’s main body. The article is devoted to the disclosure of the main issues of corporate governance in companies. The main purpose of the general meeting and the nature of their decisions based on the rules of economic legislation are determined. Problematic issues related to the decisions of the general meeting and their appeal in commercial courts, based on existing case law, are researched. Conclusions and prospect of development. As a result, we can conclude that the activities of the general meeting is important in determining the activities of the company and in resolving its current issues. Therefore, the acts adopted by the meeting require clear legislative regulation. Due to the large number of corporate disputes in commercial courts, today there are certain problematic aspects in the decision-making procedure of the general meeting. As a result, a number of established legal positions on these issues have been established at the Supreme Court level. But it is not enough for the courts to explain this issue alone. Therefore, one option to solve this problem is to establish a list of grounds and other procedural elements for recognizing the decisions of the general meeting invalid in the model statutes of companies. Another option may be to enshrine in law the provisions of the case law.
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Caplan, Dennis H., Diane J. Janvrin, and James M. Kurtenbach. "The Congressional Ban on Nonaudit Services: “Reasoned and Reasonable” or “Quack Corporate Governance”." Accounting and the Public Interest 9, no. 1 (January 1, 2009): 73–99. http://dx.doi.org/10.2308/api.2009.9.1.73.
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ABSTRACT: Accounting professionals, researchers, business leaders, and government officials have called for reform of the Sarbanes-Oxley Act of 2002. Critics question both the substance of the law and the legislative process by which it was enacted. Criticism of the process challenges whether the congressional hearings and other legislative steps that led to enactment of the bill were balanced and thorough, or whether political drivers made quick passage an imperative for lawmakers regardless of the merits of the legislation. This paper examines the congressional hearings in the context of a single provision of the Act: the ban that prohibits accounting firms from providing internal audit services to their external audit clients. We identify the arguments for and against the ban, and we examine the role these arguments played in the testimony that witnesses provided to the House and Senate committees most responsible for the legislation. We find that witnesses offered strong arguments both for and against the ban, and that lawmakers were well informed. We conclude that a reasonable person, listening to the testimony, could easily decide to support the ban. The evidence fails to support a prima facie assertion that the ban lacks merit, or the claim that it must have been politically motivated.
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Gu, Guang Shu. "Research of Legislation and Practice for Piercing the Corporate Veil under New Companies Act in China." Advanced Materials Research 488-489 (March 2012): 1243–47. http://dx.doi.org/10.4028/www.scientific.net/amr.488-489.1243.
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Pierce the corporate veil rules together with the company's independent personality constitutes a complete, rigorous corporate system. Pierce the corporate veil rules as part of a corporate system, and improve its position in the supplement, which is the balance between corporate interests of shareholders and creditors of the company's results. Pierce the corporate veil rules apply to particular legal relationship, it is by denying the company's independent personality behind the company investigated for abuse of corporate personality and limited liability of shareholders independent of the liability of shareholders. Make up the deficiencies inherent in the corporate system to protect the legitimate interests of creditors of the company. Pierce the corporate veil in order to achieve the value of the rules of fairness and justice, our country should be based on the theory from abroad. With China's judicial practice, judicial interpretation and give full play to the role of a typical case, a reasonable allocation of the burden of proof. Prudential rules applicable to pierce the corporate veil and do advance prevention. Try to avoid piercing the corporate veil applies the rules to further improve the new company law in China under the rule of piercing the corporate veil.