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.

15. Directors

2021 ◽  
pp. 406-453
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Court Cases ◽  
Public Companies ◽  
Legal Principles ◽  
Corporate Governance Code ◽  
The Board Of Directors ◽  
The Uk ◽  
The Relationship

This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, 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 relationship between directors and shareholders of public companies; 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.

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.

15. Directors

2017 ◽  
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Executive Directors ◽  
Public Companies ◽  
Legal Principles ◽  
Corporate Governance Code ◽  
The Board Of Directors ◽  
The Uk ◽  
The Relationship ◽  
A Company

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.

scholarly journals How Can a Corporate (Compliance) Culture Be Described and Effectively Measured?

2018 ◽  
Vol 4 (3) ◽  
pp. 52
Author(s):  
Lucie Andreisová
Keyword(s):  
Corporate Governance ◽  
Corporate Culture ◽  
Best Practice ◽  
Business Practice ◽  
Measurement Tool ◽  
Discussion Paper ◽  
Corporate Compliance ◽  
Corporate Governance Code ◽  
Sufficient Resource

In July 2016, the FRC published a report on corporate culture and the role of boards (see below). This report serves as an important complement to respective provisionsof UK Corporate Governance Code – a code which is perceived as a best practice manual for building and maintaining a good level of corporate governance and is therefore adapted by many European lawmakers and regulators. This regulation puts an enhanced emphasis on ‘corporate (compliance) culture’ as it, among others, states that: ‘Boards should devote sufficient resource to evaluating culture and consider how they report on it.’ What shall, however, be understood by this term? How can such a term be defined, measured and reported on? The aim of the presented discussion paper is to help answering those theoretical questions, as well as to propose a reliable ‘culture measurement tool’ which could be effectively used in nowadays business practice.

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.

15. Directors

2016 ◽  
Author(s):  
Derek French ◽  
Stephen W. Mayson ◽  
Christopher L. Ryan
Keyword(s):  
Corporate Governance ◽  
Executive Directors ◽  
Court Cases ◽  
Public Companies ◽  
Legal Principles ◽  
Corporate Governance Code ◽  
The Board Of Directors ◽  
The Uk ◽  
The Relationship

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.

15. Directors

2018 ◽  
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Executive Directors ◽  
Court Cases ◽  
Public Companies ◽  
Legal Principles ◽  
Corporate Governance Code ◽  
The Board Of Directors ◽  
The Uk ◽  
The Relationship

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.

15. Directors

2019 ◽  
pp. 410-457
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Court Cases ◽  
Public Companies ◽  
Legal Principles ◽  
Corporate Governance Code ◽  
The Board Of Directors ◽  
The Uk ◽  
The Relationship

This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, 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 relationship between directors and shareholders of public companies; 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.

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.

2. Sources of company law and corporate governance

Company Law ◽  
2019 ◽  
pp. 20-48
Author(s):  
Lee Roach
Keyword(s):  
Corporate Governance ◽  
Human Rights ◽  
Best Practice ◽  
Case Law ◽  
Company Law ◽  
Human Rights Law ◽  
Corporate Governance Code ◽  
Practice Recommendations ◽  
The Uk ◽  
Standard Terms

This chapter discusses the various sources of company law and corporate governance. The main sources of company law are legislation, case law, the constitution of the company, contract, EU law, and human rights law. Legislation is the principal form of UK company law, with the Companies Act 2006 being the most important piece of company law legislation. However, companies are, to a degree, permitted to create their own internal rules through their constitution. Companies can also create their own law by drafting their own standard terms for use in contracts. Meanwhile, corporate governance best practice recommendations are found in a series of reports and codes, with the two principal codes being the UK Corporate Governance Code and the UK Stewardship Code. Both codes operate on a comply-or-explain basis, under which certain persons must comply with the code or explain their reasons for non-compliance.

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