The Structure of the Board of Directors: Boards and Governance Strategies in the US, the UK and Germany

2021 ◽  
Author(s):  
Klaus J. Hopt ◽  
Patrick C. Leyens
Keyword(s):  
Board Of Directors ◽  
The Us ◽  
The Board Of Directors ◽  
Governance Strategies ◽  
The Uk

scholarly journals A comparative analysis of the board evaluation in European entities: Italy vs UK

2016 ◽  
Vol 14 (1) ◽  
pp. 578-587
Author(s):  
Donatella Busso ◽  
Alain Devalle ◽  
Fabio Rizzato
Keyword(s):  
Corporate Governance ◽  
Comparative Analysis ◽  
Board Of Directors ◽  
Boards Of Directors ◽  
Size Composition ◽  
The Self ◽  
Self Assessment ◽  
Corporate Governance Codes ◽  
The Board Of Directors ◽  
The Uk

Board evaluation is an evaluation of the performance of the board of directors and its committees, as well as their size, composition and operation. The aim of this paper is to investigate how entities do the evaluation of the performance of the board and how they disclose the self-assessment. We analysed the largest forty constituents of both Italy’s FTSE MIB index and the UK’s FTSE 100 index. The results show that although Corporate Governance Codes’ requirements are similar, implementation of these requirements and the related disclosure continue to show significant differences. The UK companies seem to have a stronger “forward-looking” approach compared to Italian companies. Disclosure provided by Italian companies is too often not enough to enable stakeholder understanding of the process and its outcome. This research contributes to the literature by providing results on the evaluation of boards of directors: regulators, practitioners and researchers must deal with this topic in order to strengthen the rules of corporate governance.

7 Governance Issues in Offshore Companies Used as Private Investment Funds

2018 ◽  
Author(s):  
Spangler Timothy
Keyword(s):  
Board Of Directors ◽  
Private Investment ◽  
The United States ◽  
Fiduciary Duty ◽  
Duty Of Care ◽  
Cayman Islands ◽  
Investment Funds ◽  
The Board Of Directors ◽  
The Uk

This chapter examines issues of governance arising from the use of offshore companies as private investment funds. Funds established in offshore jurisdictions are often structured as limited companies that issue shares to investors. Governance issues can arise in offshore companies when voting rights are separated from economic participation. The chapter first considers the role of the board of directors in private investment funds before discussing taxation issues affecting offshore companies used as private investment funds in the UK and in the United States. It then explains the duties of directors under Cayman Islands law, including fiduciary duty, duty of care, diligence, and skill, and duty of confidentiality. It also describes the composition of the board of directors, its meetings, relationship with the fund manager, and responsibility for approval of fund documentation.

scholarly journals Excellence of a Board of Directors

1986 ◽  
Vol 11 (4) ◽  
pp. 267-272
Author(s):  
L C Gupta
Keyword(s):  
Board Of Directors ◽  
Extensive Study ◽  
Board Members ◽  
The Us ◽  
Independent Functioning ◽  
The Uk

What constitutes the excellence of a board of directors? Based on experience and extensive study, L C Gupta enumerates for this Perspectives piece eight attributes as constituting the excellence of a board. The first as well as the most important attribute, according to him, is independence—independence of board members from control of managerial interests of a person, family, or a group. In addition to describing the eight attributes, Gupta points out the approach taken in the US and the UK to ensure independent functioning of the board.

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.

The Board of Directors

2015 ◽  
Author(s):  
Stephen M. Bainbridge
Keyword(s):  
Board Of Directors ◽  
Boards Of Directors ◽  
Formal Model ◽  
Chief Executive ◽  
Corporate Decisions ◽  
Corporate Form ◽  
Economic Rationale ◽  
The Us ◽  
The Board Of Directors ◽  
And Control

This chapter explores issues relating to the board of directors. Focusing on the formal model of corporate governance, it considers why corporate decisions are made through the exercise of hierarchical corporate authority instead of consensus. Specifically, it examines the survival advantage that a bureaucratic hierarchy confers on a large corporation and which of its constituencies should elect the board. It first outlines the key functions of the board of directors drawing on the unitary and dual board models. It then asks why corporations are run by boards of directors rather than by shareholders or the chief executive officer. It discusses why ownership and control are separated in the corporate form, with special emphasis on the US experience, along with the economic rationale for vesting control in a group rather than in an individual. Finally, it analyses how boards fail and looks at the reforms that have been implemented to improve their performance.

13. Corporate management

Company Law ◽  
2020 ◽  
pp. 275-320
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Company Law ◽  
Corporate Management ◽  
Strategic Decisions ◽  
The Board Of Directors ◽  
The Subject ◽  
The Uk ◽  
And Control ◽  
The Relationship

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 deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015) aimed at bolstering the disqualification regime.

scholarly journals The relationship between board size and firm performance

2021 ◽  
Vol 257 ◽  
pp. 02079
Author(s):  
Cao Chu Yan ◽  
Yang Zhi Hui ◽  
Liang Xin
Keyword(s):  
Board Of Directors ◽  
Negative Correlation ◽  
Corporate Performance ◽  
High Tech ◽  
Corporate Board ◽  
Board Size ◽  
The Us ◽  
The Board Of Directors ◽  
Empirical Research Methods ◽  
The Relationship

This paper selects 372 companies in the US S&P 500 from 2013 to 2017 as a sample, and uses empirical research methods to test the relationship between corporate board size and corporate performance. The results show that there is a negative correlation between the size of the board of directors and corporate performance; after dividing the sample into high-tech and non-high-tech industries, the results show that this negative correlation is more prominent in the high-tech field. After classifying the sample according to the parity of the number of directors, the results show that the odd number of directors is more effective than the even number of directors.

scholarly journals Corporate governance: A review of the fundamental practices worldwide

2022 ◽  
Vol 3 (2) ◽  
pp. 53-66
Author(s):  
Khaled Otman
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Cultural Norms ◽  
Legal Systems ◽  
International Organisations ◽  
Oecd Principles ◽  
The Us ◽  
The World ◽  
The Uk ◽  
Equitable Treatment

This paper focused on the concept of corporate governance based on shareholders’ and stakeholders’ perspectives and the development of corporate governance around the world, including the UK, the US, and Australia. The OECD Principles of Corporate Governance were presented, including shareholders’ rights, the equitable treatment of shareholders, disclosure and stakeholders’ rights and transparency practices, and the responsibilities of board of directors. Numerous corporate collapses have highlighted the call for the management and directors of companies to be more accountable, and they have led governments and international organisations such as the OECD to be more active in establishing principles of corporate governance. It was concluded that the system of corporate governance has increased in different countries in relation to the nature of the economy, legal systems, and cultural norms

scholarly journals Polanyi’s embeddedness and shareholder stewardship: a contextual analysis of current Anglo-American perspectives on corporate governance

2020 ◽  
Vol 62 (4) ◽  
pp. 451-468
Author(s):  
Lorraine E Talbot
Keyword(s):  
Corporate Governance ◽  
Social Relations ◽  
Free Market ◽  
State Intervention ◽  
The Us ◽  
Neoliberal Economics ◽  
Governance Strategies ◽  
Anglo American ◽  
The Uk ◽  
Institutional Shareholders

Polanyi saw the economy as properly embedded in society and argued that the capitalist free market, in commodifying social relations of production, seeks to disembed the economy from society. The resulting lack of continuity between society and economy, he maintained, created conflict which necessarily required state intervention. The market economy, therefore, in contrast to neoclassical/neoliberal economics’ vision of an autonomous, self-regulating market, required more, not less, state intervention to sustain it than alternative, more embedded economies. This article explores this conflict in the context of a specific neoliberal claim: that institutional shareholders are capable of being good 'stewards' of the companies in which they invest. Utilising Polanyi’s embeddedness, this article assesses the 'stewardship' approach as it is manifested in the US and in the UK. This approach is posited on a vision of a disembedded, self-regulating market. Putting it into practice is thus a retrograde step which will only exacerbate the problems created by the market-based corporate governance strategies which have prevailed since the late 1970s onwards.

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