17. Company Law II

2019 ◽  
pp. 479-506
Author(s):  
Lucy Jones
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Company Law ◽  
The Board Of Directors ◽  
A Company

This chapter discusses the rules relating to the officers of a company. It considers the meaning of ‘director’ and the position of the Board of Directors. It examines the appointment, retirement, and removal of directors and considers the powers of directors and their authority to act on behalf of the company. The chapter examines the general duties of directors, including the codified duties under the Companies Act 2006, and considers the effect of a breach of those duties. The appointment and the role of a company secretary and company auditors are examined. The chapter concludes with a discussion of the meaning of corporate governance.

17. Company Law II Company Officers and Liabilities

2017 ◽  
Author(s):  
Lucy Jones
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Company Law ◽  
The Board Of Directors ◽  
A Company

This chapter discusses the rules relating to the officers of a company. It considers the meaning of ‘director’ and the position of the Board of Directors. It examines the appointment, retirement, and removal of directors and considers the powers of directors and their authority to act on behalf of the company. The chapter examines the general duties of directors, including the codified duties under the Companies Act 2006, and considers the effect of a breach of those duties. The appointment and the role of a company secretary and company auditors are examined. The chapter concludes with a discussion of the meaning of corporate governance.

scholarly journals The Role of Supervisory Board in Corporate Governance in Vietnam: From Legal Regulations to Practice

2021 ◽  
Vol 11 (4) ◽  
pp. 2546-2563
Author(s):  
Dr. Phan Thi Thanh Thuy
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Internal Control ◽  
Supervisory Board ◽  
Governance Structure ◽  
Company Law ◽  
The Board Of Directors ◽  
Supervisory Boards ◽  
Control Body

Good corporate governance is always associated with an effective internal control system, which is expected to quickly forecast and detect the infringements of laws and the company's charters committed by the main corporate governance bodies like the board of directors, the general director, and provide timely advice on remedial solutions. Following this theory, since the adoption of the first Vietnamese company law in 1990, the supervisory board, a special body of Vietnamese corporate governance structure, has formed and become a traditionally internal control body in joint-stock companies (JSCs). However, supervisory boards seem not to promote their effectiveness as expected. Many major violations conducted by the board of directors and the CEO took place in large companies, where the supervisory boards did not detect or were complicit in these violations. Most recently, the trend of replacing supervisory boards with independent directors and audit committees has occurred in many public companies in Vietnam. This paradox raises questions about the ineffectiveness of supervisory boards and the reasons causing the situation. To find the answers, the article will focus on analyzing the role of the supervisory board in Vietnamese JSCs compared with international practices. Thereby, to find out the reasons for the limitations of supervisory boards in both legal provision and practice. To conclude the research, the article will make some suggestions for reforming the supervisory board so that this internal control body could bring its effectiveness.

scholarly journals ENHANCING CORPORATE DEMOCRACY BY THE USE OF SHAREHOLDER PROXIES

Obiter ◽  
2019 ◽  
Vol 40 (1) ◽  
Author(s):  
Maleka Femida Cassim
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Company Law ◽  
Public Companies ◽  
Proxy Voting ◽  
Shareholder Engagement ◽  
Good Corporate Governance ◽  
The Board Of Directors ◽  
Off Time ◽  
Practical Question

Effective shareholder control over the board of directors is patently in the interests of good corporate governance, accountability and transparency. In recognition of this modern reality, the policy focus in company law has shifted to encouraging shareholder participation and shareholder engagement in corporate affairs. Bearing in mind that very few shareholders of large public companies attend meetings in person, proxy voting is of vital importance to corporate democracy. This article discusses enhanced rights conferred by the Companies Act 71 of 2008 in relation to shareholder proxies who attend, speak and vote at shareholders’ meetings. It also considers the pressing practical question whether companies may impose a cut-off time for the lodgement of shareholder proxies.

Meetings of Members Ordered by the Court

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Financial Statements ◽  
Company Law ◽  
Constitutional Rights ◽  
Share Capital ◽  
The Board Of Directors ◽  
A Company

The two key organs of a company are the board of directors and the members of the company exercising their constitutional rights in a general meeting. Company law attaches great significance to the due convening of general meetings of shareholders. The general meeting is the forum for considering many of the essential matters relating to the company’s affairs including increasing or reducing the share capital of the company, changes to the memorandum or articles of association, alterations to the composition of the board of directors, considering the content of the company’s financial statements and approving dividends.

Corporate Governance: Principles and Objectives

1998 ◽  
Vol 2 (2) ◽  
pp. 18-22
Author(s):  
N. Vittal
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Financial Institutions ◽  
Code Of Conduct ◽  
Ethical Values ◽  
Good Corporate Governance ◽  
The Board Of Directors ◽  
Fundamental Value ◽  
The Government

Corporate Governance provides the fundamental value framework for the culture of an organisation which ensures efficient functioning of enterprises on sound ethical values and principles. Corporate governance has become a necessity, especially since 1991, when India made a U-turn in its economic policy and the revised policy of the government was aimed at attracting funds from foreign financial institutions. The primary resonsibiity of good corporate governance is that of the Board of Directors. For better corporate governance the boards should perform the role of monitoring the functioning of an organisation, without at the same time reducing the effectiveness of the management by interfering with their day-to-day matters. One of the impediments in the way of good corporate governance is corruption. The three factors within any system which generate corruption are: scarcity, lack of transparency and delay. If these three problems are tackled effectively, corruption can be checked to a great extent. As far as public sector undertakings are concerned, the “Code of Conduct and Ethics” should facilitate the redesigning of the PSEs.

scholarly journals The role of corporate governance in enhancing the performance of Jordanian commercial banks

Accounting ◽  
2021 ◽  
Vol 7 (6) ◽  
pp. 1471-1478 ◽  
Author(s):  
Ahmad Salem Alkazali ◽  
Ghaith N. Al-Eitan ◽  
Ala’a Ayed Abu Aleem
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Internal Control ◽  
Commercial Banks ◽  
Northern Region ◽  
Bank Performance ◽  
Fair Treatment ◽  
Significant Relationships ◽  
The Board Of Directors

The study aimed to explore the relationship between corporate governance (i.e., tasks and responsibilities of the Board of Directors, disclosure and transparency, shareholders’ rights and fair treatment of shareholders, and audit and internal control) and bank performance. Data were collected using a questionnaire distributed to a sample consisting of managers of commercial banks in the northern region in Jordan. The study found a significant and positive relationship between corporate governance and bank performance. Particularly, the study pointed out two principles (i.e., tasks and responsibilities of the Board of Directors, and audit and internal control) were positively related to bank performance, while there were no significant relationships between the other two principles (i.e., disclosure and transparency as well as shareholders’ rights and fair treatment of shareholders). It was concluded that corporate governance is very critical for enhancing bank performance. Additionally, commercial banks should pay more attention to all principles of corporate governance.

scholarly journals Structure and Role of the Board of Directors according to the Company Law of Jordan: The Need for Revision

2018 ◽  
Author(s):  
Bashar H. Malkawi
Keyword(s):  
Corporate Governance ◽  
Best Practice ◽  
Company Law ◽  
Legal Reforms ◽  
Corporate Governance Code ◽  
The World ◽  
The Board Of Directors ◽  
Per Se ◽  
Made In

Corporate governance is developing rapidly in many countries across the world. In this article, the existing state of corporate governance in Jordan is examined. Jordan does not have a corporate governance code per se. The article reveals that overall Jordan has in place some of the features of corporate governance best practice, but that there remains further progress to be made in areas such as independence of directors, compensation, and correlation between shareholding and entitlement to seats on the board. The article recommends legal reforms in order to enhance corporate governance in Jordan.

scholarly journals The influence of cultural values on the board of directors: Lessons from five corporations

2012 ◽  
Vol 9 (4-2) ◽  
pp. 221-229 ◽  
Author(s):  
Elsa Satkunasingam ◽  
Aaron Yong ◽  
Sern Cherk
Keyword(s):  
Corporate Governance ◽  
Cultural Values ◽  
Board Of Directors ◽  
Senior Management ◽  
Independent Directors ◽  
Board Members ◽  
Differences Of Opinion ◽  
The Board Of Directors ◽  
Code Of Corporate Governance

The Malaysian Code of Corporate Governance 2000 emphasises the monitoring role of the Board of Directors, especially that of independent directors. It has not however taken into account the cultural values in Malaysia which do not encourage differences of opinion or criticisms and has failed to provide sufficient safeguards for directors to exercise their role effectively. As a result, it is relatively easy for dominant Chairmen or CEOs especially in government-linked companies or CEO dominated companies to control the Board or senior management with very little opposition. This paper will discuss several incidences of financial mismanagement in companies caused by dominant directors with very little opposition from the rest of the board. It will highlight that the law has to take cultural values more seriously in order to equip the Board and especially independent directors with the ability to challenge dominant Board members.

Company Law

2019 ◽  
Author(s):  
Dr Lee Roach
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Real Life ◽  
Company Law ◽  
The Board Of Directors ◽  
Full Picture ◽  
Expert Analysis ◽  
The Subject ◽  
Corporate Rescue ◽  
The Relationship

Company Law provides an introduction to this topic. The text guides the reader through the intricacies of the subject with expert analysis of the application of principles to real-life cases. The chapters provide comprehensive coverage of all core aspects of company law. The relationship between company law and corporate governance is explored, ensuring that readers have a full picture of how and why companies are created and regulated. Topics include: the formation and nature of the company; the board of directors; membership of the company; and corporate rescue, restructuring, and insolvency.

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