Corporate Governance in the Common-Law World

2013 ◽  
Author(s):  
Christopher M. Bruner
Keyword(s):  
Corporate Governance ◽  
Common Law ◽  
The Common

scholarly journals Transparency in corporate governance: Extent of directors duty to declare interest in company’s transactions

2015 ◽  
Vol 11 (1) ◽  
pp. 137-148 ◽  
Author(s):  
Anthony O. Nwafor
Keyword(s):  
South Africa ◽  
Corporate Governance ◽  
United Kingdom ◽  
Comparative Analysis ◽  
Common Law ◽  
Men And Women ◽  
Legal Personality ◽  
The Common ◽  
The Law ◽  
Important Position

The realization that the directors occupy important position in corporate governance, and as business men and women, cannot be prevented from having dealings with the company, demand a close scrutiny of corporate transactions in which they are directly or indirectly involved or have an interest to ensure that such interest is not placed above their duty to the company. One of the ways in which the law strives to achieve this balance is by imposing a duty on the director to disclose to the board any interest he has in company’s transactions. This requirement which was previously governed by the common law and the company’s articles, is presently increasingly finding a place in companies statutes in different jurisdictions. The paper examines, through a comparative analysis, the provisions on the duty of the director to disclose interest in company’s transactions in South Africa and United Kingdom with the aim of discovering the extent to which the statute in both jurisdictions upholds the common law prescriptions. The paper argues that the need for transparency in corporate governance and the preservation of the distinct legal personality of the company demand that the duty to disclose interest should be upheld even in those cases of companies run by a sole director.

scholarly journals The protection of environmental interests through corporate governance: A South African company law perspective

2015 ◽  
Vol 11 (2) ◽  
pp. 8-20
Author(s):  
Anthony O. Nwafor
Keyword(s):  
South Africa ◽  
Sustainable Development ◽  
Corporate Governance ◽  
South African ◽  
Common Law ◽  
Company Law ◽  
The Common ◽  
Corporate Administrators ◽  
Environmental Interests

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.

scholarly journals CORPORATE SOCIAL RESPONSIBILITY IN CORPORATE GOVERNANCE: THE COMMON LAW AND SHARIAH PERSPECTIVE

2021 ◽  
Vol 58 (2) ◽  
pp. 1557-1562
Author(s):  
HARTINIE ABD AZIZ Et al.
Keyword(s):  
Corporate Governance ◽  
Corporate Social Responsibility ◽  
Social Responsibility ◽  
Common Law ◽  
The West ◽  
Good Corporate Governance ◽  
Good Reputation ◽  
The Common ◽  
Shariah Governance ◽  
Corporate Social

In the West, the concept of Corporate Social responsibility (CSR) began in the 1970s and discussions on the concept of CSR often centred on the view that is based on the customs, cultures and beliefs of the West, especially Europe and America. Under the common law, CSR is an option for the corporations to practice rather than part of the objective of the company. It is treated merely as a standard of behaviour to which a corporation subscribes in order to have good reputation in society. Under Shariah governance framework, it is a requirement for corporation to practice CSR as it is obligatory on each Muslim community to implement collective religious obligation (fardh kifayah). The Shariah perspective of CSR is commonly discussed from the perspectives of Maqasid al-Shari‘ah and Maslahah. This paper discusses the principles of Corporate social responsibility in corporate governance under both the Common law and Shariah perspectives. Main objective of this paper is to highlight the application of Corporate social responsibilty in conventional companies and Shariah compliance businesses. Findings of this paper will shows that,  the application of CSR according to Shariah perspective would contribute to a good corporate governance in businesses and the implementation of the concept of CSR implies the commitment of the corporation to continuously  upholding the noble objectives of Shari‘ah.

The Organizational Framework

2021 ◽  
pp. 103-124
Author(s):  
Eva Micheler
Keyword(s):  
Decision Making ◽  
Corporate Governance ◽  
Common Law ◽  
Legal Process ◽  
Financial Reports ◽  
Corporate Governance Code ◽  
The Common ◽  
Organizational Framework ◽  
The Uk ◽  
Organizational Reality

This chapter assesses how the Companies Act establishes an organizational framework for companies by defining roles for the directors, the shareholders, the auditors, and the company secretary. The statute appoints the shareholders to decide constitutional matters and to participate in certain management decisions. It delegates the maintenance of financial records and the production of financial reports to the directors and carves out a role for the company secretary and the auditors. The Act also imposes mandatory procedures for shareholder meetings. The common law permits these to be overridden by an informal unanimous decision and in this way allows for organizational reality to override the formal legal process. The UK Corporate Governance Code contains generally accepted recommendations structuring decision-making by the directors.

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