The General Meeting and the Management Board as Company Organs

2011 ◽  
pp. 55-89
Author(s):  
Jean J. du Plessis ◽  
Ingo Saenger
Keyword(s):  
General Meeting ◽  
Management Board

scholarly journals Ovlasti nadzornog odbora u svezi s nadzorom uprave sportskog dioničkog društva

2019 ◽  
Vol 56 (2) ◽  
pp. 377-399
Author(s):  
Ratko Brnabić
Keyword(s):  
Board Member ◽  
Supervisory Board ◽  
General Meeting ◽  
Point Of View ◽  
Board Members ◽  
Executive Board ◽  
Checks And Balances ◽  
Management Board ◽  
Management Measures ◽  
Executive Body

The Supervisory Board of the Sports Joint stock Companies acts as the representative organ of the shareholders between the General Meeting and the Executive Board: the General Meeting elects (or privileged person/shareholder simply names) the members of the Supervisory Board, and the Supervisory Board appoints the members of the Management. From this point of view, one could see the General Meeting as the supreme body of the company. But the Supervisory Board, in the carefully balanced interaction of the three bodies, known as a system of "checks and balances", also has considerable independence from the General Meeting. According to the organizational organization of the Joint stock Companies, the general meeting is not superior towards the two other organs. In particular, the Supervisory Board and its members are not subjects to any instructions from the General Meeting. Neither the election of a member of the Supervisory Board by the General Meeting nor the appointment of a Supervisory Board member by a shareholder (entitled to name his representative) constitutes an imperative mandate for those members. On the other hand, the option of dismissal, which is legally available at all times, as a rule ensures that the Supervisory Board members will not act against the wishes of the General Meeting. Management measures cannot be delegated to the Supervisory Board. However, it must be determined by the Articles of Association or by resolution of the Supervisory Board that certain types of transactions may only be carried out with the approval of the Supervisory Board. By this right, the Supervisory Board will not become an executive body, equal with the Management Board, even in the case of transactions requiring approval: it can neither undertake the transactions in question itself, nor can it instruct the Executive Board to carry them out. The initiative remains with the Executive Board, which, even with the approval of the Supervisory Board, can still refrain from carrying out the business if it no longer considers it to be sensible and/or reasonable. The Management also remains fully responsible for the business with regard to liability; the approval by the Supervisory Board does not exempt them from an obligation to pay compensation for damages incurred. The Supervisory Board thus has the opportunity, by refusing its consent, to prevent the conduct of business intended by the Management Board.

Konsultative Hauptversammlungsbeschlüsse im Aktienrecht aus rechtsvergleichender Sicht

2021 ◽  
Author(s):  
Mehmet Sadik Çapa
Keyword(s):  
Subject Matter ◽  
General Meeting ◽  
General Context ◽  
European Law ◽  
Legal Basis ◽  
Management Board ◽  
Corporation Law ◽  
Legal Nature ◽  
German Stock ◽  
Stock Corporation

In German stock corporation law, non-binding resolutions of the general meeting as one of the participation instruments for shareholders have so far mainly been summarized or analyzed under the heading of management board remuneration. The purpose of this thesis is, however, to analyze these resolutions not only in this context, but in a more independent and general context. The thesis examines the admissibility and legal basis, legal nature, subject matter, adoption, as well as the consequences of non-binding shareholders resolutions. Thereby, various topics are compared with U.S., Swiss, and Turkish law. In addition, European law is also addressed in various aspects.

scholarly journals THE SOCIETY OF URAL MINING TECHNICIANS: ORGANIZATIONAL STRUCTURE AND OPERATIONS MANAGEMENT

2021 ◽  
Vol 31 (4) ◽  
pp. 730-739
Author(s):  
U. P. Efremova ◽  
O. A. Tsesevichene
Keyword(s):  
Organizational Structure ◽  
20Th Century ◽  
Operations Management ◽  
General Meeting ◽  
Ural Region ◽  
Early 20Th Century ◽  
Great Contribution ◽  
Management Board ◽  
Membership Organization ◽  
Natural Fact

The article traces the historical conditions and the reasons for the creation of organization “The Society of Ural Mining Technicians”, which made a great contribution to the development of science and technology of the Ural region during the new socio-economic processes of the early 20th century. The article discusses the expediency of the activity of administrative structure of “The Society of Ural Mining Technicians” and its governing bodies on the territory of the Perm province over the 1901 to 1909. The authors of the article write in detail about the coordination and subordination of structural divisions: the General Meeting and the Management Board and dwell on the questions of the membership organization particularly. Changing the form of management and powers of the General meeting and the Management Board in the process of finalizing the Charter has become a natural fact of the organization development during this period. This question has not been studied deeply in historiography. In addition, the authors refer to the engineering, technical and organizational activities of the founder and the chairman of “The Society of Ural Mining Technicians” P.M. Utaykov.

[review of:] Vyacheslav Ivanov & Peter Arkadiev, eds. 2013. Studies in the Typology of Slavic, Baltic and Balkan Languages

2013 ◽  
Vol 4 ◽  
pp. 221-239
Author(s):  
Ilja Seržant
Keyword(s):  
Language Contact ◽  
General Meeting ◽  
Scientific Work ◽  
Primary Reference ◽  
Theory Of Language ◽  
Vyacheslav Ivanov

Вячᴇᴄлᴀʙ Вᴄ. Иʙᴀнов (отв. ред.), Пᴇᴛᴘ М. Аᴘкᴀдьᴇв (сост.), Исследования по типологии славянских, балтийских и балканских языков (преимущественно в свете языковых контактов). Санкт-Петербург: Алетейя, 2013. / Vʏᴀᴄʜᴇsʟᴀv Ivᴀɴov & Pᴇᴛᴇʀ Aʀᴋᴀᴅɪᴇv, eds., Studies in the Typology of Slavic, Baltic and Balkan Languages (with primary reference to language contact). St Petersburg: Aletheia, 2013. ɪsʙɴ 978-5-91419-778-7. The main focus of the book is on various language contact situations as well as areal interpretations of particular phenomena against a wider typological background. The idea is to provide a broader overview of each phenomenon discussed, bringing in comparisons with the neighbouring languages. Two major linguistic areas are in the focus of the book: the Balkan and Eastern Circum-Baltic areas. The book is an important contribution to these fields as well as to areal typology and the theory of language contact in general, meeting all standards for a solid scientific work.

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