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Books on the topic 'The Swedish Code of Corporate Governance'

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Published: 4 June 2021
Last updated: 18 February 2022

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1

Malaysia. Finance Committee on Corporate Governance. Malaysian code on corporate governance. [Kuala Lumpur]: Malaysian Institute of Corporate Governance, 2000.

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2

Nigeria. Securities and Exchange Commission. Code of corporate governance in Nigeria. Abuja?: Securities & Exchange Commission, 2003.

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3

Board, Tayside NHS. NHS Tayside code of corporate governance. Dundee: Tayside NHS Board., 2002.

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4

Council, Financial Reporting. The combined code on corporate governance. London: FRC, 2003.

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5

Bengtsson, Elias. Shareholder activism of Swedish institutional investors. Stockholm: Stockholm University, 2005.

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6

Bengtsson, Elias. Shareholder activism of Swedish institutional investors. Stockholm: School of Business, Stockholm University, 2005.

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7

Gaved, Matthew. Institutional investors and corporate governance: Proposals for a code of disclosure. Henley-on-Thames: NTC Publications, 1998.

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8

Institute of Directors (South Africa), ed. King code of governance principles for South Africa 2009. Sandton, Republic of South Africa: Institute of Directors of Southern Africa, 2009.

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9

Grèunberg, Jaan. Problematic departures: CEO exits in large Swedish publicly traded corporations. Uppsala: Uppsala Universitet, Dept. of Business Studies, 2002.

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10

Rais, Rasul Bux. Regulalory [i.e. regulatory] impact assesment [i.e. assessment] of SECP's Corporate Governance Code in Pakistan. Lahore: Center for Management and Economic Research, Lahore University of Management Sciences, 2005.

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11

Perrig, Roman. Die AGB-Zugänglichkeitsregel: Das Kriterium der Zugänglichkeit als Regelerfordernis bei der Einbeziehung von Allgemeinen Geschäftsbedingungen (AGB) - Empfehlungen zu einem Swiss Code of Best Practice. Basel: Helbing Lichtenhahn, 2011.

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12

Institute of Directors (South Africa). King Report on Governance for South Africa 2009: King Code of Governance Principles for South Africa 2009 ; Companies Act 71 of 2008. Cape Town: Jutalaw, 2010.

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13

Schuch, Josef, Claus Staringer, Lang Michael, and Wolfgang Gassner. Soft law in der Praxis: Corporate Governance Codes, internationale Bilanzierungsregeln, Richtlinien und Rechtsauskünfte der Finanzverwaltung, Code of Conduct der EU, Kommentare der OECD : Beiträge anlässlich eines Symposions zu Ehren Wolfgang Gassners. Wien: Linde, 2005.

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14

Christiansen, Erling. Materialsamling i børs- og verdipapirrett: Lover, forskrifter, EU-kilder, Oslo Børs regelverk, annet regelverk, dommer, Børsklagenemndens og Fondsmeglerforbundets etiske råds avgjørelser i sammendrag, Securities trading act, Public Limited Liability Companies Act, the Norwegian Code of Practice for Corporate Governance, Listing rules for equities on Oslo Børs, Continuing Obligations of stock exchange listed companies, Member and Trading Rules Oslo Børs, Securities Trading Regulations. Oslo]: Schjødt, 2012.

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15

Securities and Exchange Commission of Pakistan., ed. Code of corporate governance. Islamabad: Securities and Exchange Commission of Pakistan, 2007.

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16

National Committee on Corporate Governance (Indonesia), ed. Code for good corporate governance. Jakarta, Indonesia: National Committee on Corporate Governance, 2000.

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17

Malaysia. Malaysian code on corporate governance. Lexis Law Pub, 2000.

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18

Indonesia's code of good corporate governance. Jakarta: National Committee on Governance, 2006.

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19

Werder, Axel von. German Code of Corporate Governance. (GCCG). Schäffer-Poeschel, 2001.

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20

Confederation, Panafrican Employers', ed. Code of good governance. [Mauritius]: PanAfrican Employers' Confederation, 2003.

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21

Committee on Corporate Governance: The Combined Code. Gee Publishing, 1998.

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22

Corporate Governance Task Force (Malawi), ed. Code of best practice for corporate governance in Malawi. [Blantyre, Malawi]: Corporate Governance Task Force, 2001.

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23

Council, Financial Reporting. The Combined Code on Corporate Governance. July 2003. Financial Reporting Council, 2003.

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24

Private Sector Initiative for Corporate Governance. and Private Sector Corporate Governance Trust., eds. Principles for corporate governance in Kenya and a sample code of best practice for corporate governance. Nairobi, Kenya: Private Sector Corporate Governance Trust, 1999.

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25

Securities and Exchange Commission of Pakistan. Corporate Governance Cell. and UNDP (Pakistan), eds. Impact assessment of the code of corporate governance, 2002. Islamabad: Corporate Governance Cell, Securities and Exchange Commission of Pakistan, 2003.

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26

French, Derek. 13. Corporate governance. Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198815105.003.0013.

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This chapter surveys corporate governance. It identifies the key problem of the separation of ownership and control in companies that are not owner-managed. Shareholders are seen as the owners of the company but directors manage the company and can do so for their own benefit rather than the shareholders’. There is a list of the numerous legal controls on directors, which are studied in other chapters. There is discussion of two ways of looking at directors, either as stewards who must account for their actions to the owners or as entrepreneurs whose wealth-creating work deserves reward. The UK Corporate Governance Code, which applies to premium listed companies, is discussed, as is shareholder activism.
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27

Dignam, Alan, and John Lowry. 16. Corporate governance 2: the UK corporate governance debate. Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198811831.003.0016.

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Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores the corporate governance debate in the UK in terms of industry and the government. After presenting the background to the UK debate, it considers UK corporate theory and the industry and government response to the corporate governance debate. It then examines the Sarbanes-Oxley Act that became law in the United States in July 2002; the UK Government’s independent review of non-executive directors (the Higgs Review); the link between corporate governance failure and the 2008 financial crisis; and it outlines a number of corporate governance reforms that have been adopted between 2009 and 2018 including the UK Government Corporate Governance Reform Green Paper Consultation 2017 and the 2018 UK Corporate Governance Code.
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28

S, Deakin, ESRC Centre for Business Research., and University of Cambridge, eds. Implicit contracts, takeovers, and corporate governance: In the shadow of the city code. Cambridge: ESRC Centre for Business Research, University of Cambridge, 2002.

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29

What We Learned about Corporate Governance and Code Development in Sub-Saharan Africa. International Finance Corporation, Washington, DC, 2018. http://dx.doi.org/10.1596/30205.

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30

Securities and Exchange Commission of Pakistan., ed. Report of the research study on harmonizing code of corporate governance with other laws, regulations in Pakistan. Islamabad: Securities and Exchange Commission of Pakistan, 2003.

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31

Moore, Imogen. 6. Company Management and Governance. Oxford University Press, 2016. http://dx.doi.org/10.1093/he/9780198745228.003.0006.

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The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.
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32

French, Derek, Stephen W. Mayson, and Christopher L. Ryan. 17. Corporate officers and promoters. Oxford University Press, 2016. http://dx.doi.org/10.1093/he/9780198778301.003.0017.

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This chapter focuses on company officers (secretaries, auditors, and managers) and promoters, with emphasis on their responsibilities and liabilities under the Companies Act 2006 (CA 2006) and the appropriate criminal sanctions for breach of its requirements. It first considers the term ‘officers’ of a company in the context of liability for criminal offences before turning to the appointment and qualifications of secretaries and the appointment and reappointment of auditors. The circumstances under which secretaries, auditors, managers, and promoters become criminally liable are also explained. The chapter cites relevant legislation, including CA 2006 and UK Corporate Governance Code, and considers two particularly significant cases: Caparo Industries plc v Dickman [1990] 2 AC 605 and Stone and Rolls Ltd v Moore Stephens [2009] UKHL 39, [2009] AC 1391.
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33

Ponti, Cesare, Paola Schwizer, Floricel Rugiero, Riccardo Bua Odetti, Giacomo Guerrini, Jennifer Hoffman, and et alia. Governance e strategia per la gestione dei rischi nelle imprese non finanziarie. AIFIRM, 2020. http://dx.doi.org/10.47473/2016ppa00024.

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The “Corporate Risk Governance & Control” Commission, composed of risk managers, working for the top leading companies and financial institutions, many of which are publicly listed, as well as academics and board members, worked together to produce a position paper that aspires to provide principles and best practices regarding strategic risk management and risk governance. In particular, the document provides a framework, applicable to non financial companies based on their specific profiles, that integrates the general requirements established by the standard setters (i.e. the Code of Corporate Governance for publicly listed companies, the COSO Framework 2017, ISO 31000:2018 and banking and financial sector regulations) while taking into consideration elements of differentiation, uniqueness and different organizational and managerial approaches to affront risk The document is composed of two main sections: "Risk Governance” and “Risk & Strategy". In the first section, roles and responsibilities regarding risk management are addressed, starting from the importance to diffuse a risk culture consistent with mission, vision and company values to outlining the benefits of adequate organizational principals and governance. Once clarifying the difference between the first, second and third level of defense, the section concludes with a detailed analysis dedicated to the role of the Chief Risk Officer, in which the requirements of professionalism and independence are underlined as well as the key role played in the consolidation of a holistic view of the risk profile within the organization. In the second section of the position paper, ample space is dedicated to the Risk Appetite Framework, a fundamental tool to connect the business strategy and punctual risk quantification. The objective is to offer guidelines to define the risk appetite within a company. The final section of the paper proposes some suggestions for risk classification considering a portfolio view, as well as ulterior reflections regarding risk quantification, highlighting also some of the principle approaches to targeted evaluations and the drafting of a strategic plan pondered around risk.
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34

Roach, Lee. Company Law Concentrate. Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198815143.001.0001.

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Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. Company Law Concentrate helps readers to consolidate knowledge in this area of law. This fifth edition includes coverage of the government’s corporate governance review, proposed updates to the UK Corporate Governance Code and the UK Stewardship Code, developments regarding unlisted companies and corporate governance, and notable case law developments, such as His Royal Highness Okpabi v Royal Dutch Shell plc [2018] and Re Sherlock Holmes International Society Ltd [2016]. Chapters examine business structures, incorporation, the constitution of the company, directors, members, corporate governance, capital and capital maintenance issues, members’ remedies, and corporate rescue and liquidation.
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35

French, Derek. 15. Directors. Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198815105.003.0015.

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This chapter explores the role of directors in corporate governance, beginning with a discussion of the principles of corporate governance as set out in the UK Corporate Governance Code. Rules on appointment and removal of a company’s directors are considered next, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the distinction between executive directors and non-executive directors; the relationship between directors and shareholders of public companies; the issue of the separation of ownership and the control of a company; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.
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36

French, Derek, Stephen W. Mayson, and Christopher L. Ryan. 15. Directors. Oxford University Press, 2016. http://dx.doi.org/10.1093/he/9780198778301.003.0015.

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This chapter explores the role of directors in corporate governance, beginning with a discussion on the principles of corporate governance as set out in the UK Corporate Governance Code. Rules on appointment and removal of a company’s directors are considered next, followed by public disclosure of the names of directors and their work as a board, their remuneration, and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents, or trustees; the distinction between executive directors and non-executive directors; the relationship between directors and shareholders of public companies; the issue of the separation of ownership and the control of a company; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.
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37

Roach, Lee. Company Law Concentrate. Oxford University Press, 2020. http://dx.doi.org/10.1093/he/9780198855019.001.0001.

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Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. Company Law Concentrate helps readers to consolidate knowledge in this area of law. This sixth edition has been fully updated and includes coverage of the 2018 UK Corporate Governance Code, the Wates Corporate Governance Principles, the UK Stewardship Code 2020, the Companies (Miscellaneous Reporting) Regulations 2018, and the reforms proposed following the consultation on insolvency and corporate governance. Case law updates include BAT Industries plc v Sequana SA [2019], Burnden Holdings (UK) Ltd v Fielding [2019], Popely v Popely [2019], and Vedanta Resources plc v Lungowe [2019]. Chapters examine business structures, incorporation, the constitution of the company, directors, members, corporate governance, capital and capital maintenance issues, members’ remedies, and corporate rescue and liquidation.
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38

Dignam, Alan, and John Lowry. Company Law. Oxford University Press, 2020. http://dx.doi.org/10.1093/he/9780198848455.001.0001.

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Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. Company Law provides an account of the key principles of this area of law. It aims to demystify this complex subject. Chapter introductions provide summaries of various aspects of company law and further reading provide the tools for further research and study. This volume includes coverage of new case law such as Rossendale BC v Hurstwood Properties (A) Ltd [2019] EWCA Civ 364; BTI 2014 LLC v Sequana SA [2019] EWCA Civ 112; Global Corporate Ltd v Hale [2018] EWCA Civ 2618; Parr v Keystone Healthcare Ltd [2019] EWCA Civ 1246; Sevilleja Garcia v Marex Financial Ltd [2018] EWCA Civ 1468; and Re Sprintroom Ltd; Prescott v Potamianos [2019] EWCA Civ 932. On corporate governance the latest developments surrounding the UK Corporate Governance Code and Stewardship Developments 2020 together with Wates Corporate Governance Principles for Large Private Companies are discussed.
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39

French, Derek. 2. Who makes company law and what is it for? Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198815105.003.0002.

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This chapter discusses the sources and purposes of company law. Legislation is the most important source of company law. There is EU as well as UK legislation, but this is subject to Brexit. Litigation concerning companies has generated a vast quantity of case law. There are other rules such as the UK Corporate Governance Code and there are practitioner texts and academic articles and books in abundance. There is a discussion of the purpose of company law which notes that its most significant purpose must be to facilitate business, but there is argument over whether mandatory rules of company law are the best way to encourage business enterprise. This leads to the discussion of whether companies should only serve the interests of their members (the shareholder-centred view of the company) or whether wider public interests must be considered.
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40

Oda, Hiroshi. Japanese Law. 4th ed. Oxford University Press, 2021. http://dx.doi.org/10.1093/oso/9780198869474.001.0001.

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This book analyses the current state of Japanese law after a series of reforms since 1990. In that year, the US–Japan Structural Impediments Initiatives Talk necessitating fundamental changes to the conventional system in Japan was completed. At the same time, the ‘bubble economy’ came to an end and Japan embarked on a long path to economic recovery. As a result, the Japanese legal system has undergone significant changes. Depending on the area of law, not all the reforms were successful, but it is beyond doubt that major changes took place across the board. The core of the book is commercial and business-related laws such as corporate law, securities law, contract law, and competition law. There was a fundamental change in corporate law over past three decades, not the least because of the new Company Law of 2004. The entire system of corporate governance now is very different from the previous insider-dominated system. Major changes took place in securities law after the Japanese ‘Big Bang’. Competition law in Japan, which had once been regarded as ‘dormant’, is now in full operation. The book also considers contract law, which, as part of the Civil Code, has undergone a major change in 2020. In order to understand commercial and business law, accurate understanding of the dispute settlement mechanism and the procedure is needed and this is duly covered. The book addresses these issues by studying the case law as well as legislative history and business practice.
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41

French, Derek. 17. Company officers, secretary and auditor. Oxford University Press, 2018. http://dx.doi.org/10.1093/he/9780198815105.003.0017.

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This chapter focuses on company officers (secretaries, auditors and managers), with emphasis on their responsibilities and liabilities under the Companies Act 2006 (CA 2006) and the appropriate sanctions for breach of its requirements. It first considers who, in general terms, is an ‘officer’ or ‘manager’ of a company for the purposes of criminal or fiduciary liability. Then it deals with the appointment and qualifications of secretaries and the appointment and reappointment of auditors. There is discussion of auditors’ remuneration, integrity and independence, the required contents of an auditor’s report and an auditor’s investigative powers. There is analysis of an auditor’s liability in contract and tort for negligence in carrying out the audit and negligent misstatement in an auditor’s report. The chapter cites relevant legislation, including CA 2006 and UK Corporate Governance Code, and considers two particularly significant cases: Caparo Industries plc v Dickman [1990] 2 AC 605 and Stone and Rolls Ltd v Moore Stephens [2009] UKHL 39, [2009] AC 1391.
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42

Langford, Rosemary Teele. Company Directors’ Duties and Conflicts of Interest. Oxford University Press, 2019. http://dx.doi.org/10.1093/oso/9780198813668.001.0001.

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This book contains the most detailed multi-jurisdictional analysis of directors’ conflicts available drawing together relevant case law, codes and statutory regulation from the law applying to directors of companies incorporated under the UK Companies Acts, with extensive reference to the law in Australia, Canada, Hong Kong and New Zealand. The book provides comprehensive analysis of the conflicts faced by directors and includes the important areas of conflicts of interest, conflicts of duties, unauthorised profits, corporate opportunities, multiple directorships, nominee directorships, and conflicts involving stakeholders’ interests. Difficult aspects of these topics are analysed with reference to the laws of a range of common law jurisdictions. The extensive multi-jurisdictional analysis allows solutions to be presented in relation to difficult legal issues and enables clarification of the legal approach. In addition to detailed coverage and analysis of general law duties, the specific statutory duties are outlined and analysed including those concerning related party transactions. The UK Corporate Governance Code, and Guidance on Board Effectiveness, issued by the FRC in July 2018 are covered extensively. The book provides detail on fiduciary theory, the reach of the term ‘director’, consequences of a breach, remedies, authorisation and the role of disclosure. It also contains a detailed table of key cases concerning corporate opportunities which includes the pertinent facts, whether there was a breach of directors’ duties, and a summary of the important factors in the decision made. The cases are featured in order from instances representing clear breach to those in which no breach was found. The book is significant in its thorough coverage of general law and statutory duties relating to conflicts, and its clarification of the scope and application of currently complex and uncertain duties. It provides clear guidance to academics, practitioners, directors and regulators in each of the jurisdictions on the regulation of conflicts of interest and the implementation of good regulatory practice. This is a key reference work on this important and dynamic area of company law which provides careful analysis of the law set in a practical context.
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43

Kosmin, Leslie, and Catherine Roberts. Company Meetings and Resolutions. Oxford University Press, 2020. http://dx.doi.org/10.1093/oso/9780198832744.001.0001.

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This new edition is the only work solely dedicated to the law of company meetings of solvent public and private companies that are registered and incorporated under the Companies Act 2006 and its predecessors. As before, the new edition is written by an author team of great authority who have specialized in company law throughout their careers. The third edition addresses the use of technology in company meetings, and in particular, considers whether it is lawful for a company registered under the Companies Act 2006 to hold a meeting of shareholders by electronic means only. The practical, as well as the legal issues are considered with regard to this issue. The changes brought in by the UK Corporate Governance Code 2018, with regard to the role of the Chair and the board at meetings of listed companies, is covered along with other developments relating to the duties and activities of the Chair such as in Re Dee Valley Group plc 2017. Other important new case law is also covered such as Sharp v Blank 2015 concerning the duty of directors to provide sufficient information to shareholders to enable them to make informed decisions. Amendments made by the Regulatory Reform Act 2013 to the Companies Act 2006 regarding approval by shareholders of director remuneration policy are duly considered. The Rt. Hon Lord Justice David Richards has written a foreword to the third edition, This book is the leading authority on the law of company meetings and resolutions and all practitioners advising on this subject will find this an invaluable tool for desk research as well as a handy companion at company meetings.
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