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.

Lie, Cheat, and Steel: Governance and Scandal at ThyssenKrupp

2017 ◽  
pp. 1-12
Author(s):  
James B. Shein ◽  
Evan Meagher ◽  
Matt Darcy ◽  
Abhishek Mitra ◽  
Barrett Willich
Keyword(s):  
Automotive Industry ◽  
Board Member ◽  
Supervisory Board ◽  
Board Members ◽  
Executive Board ◽  
Company Policy ◽  
Governance Changes ◽  
To Receive

On March 7, 2013, ThyssenKrupp Group CEO Heinrich Hiesinger was shocked to receive a resignation letter from Gerhard Cromme, chairman of the company's supervisory board. Hiesinger had been CEO since 2010. Early in his tenure, ThyssenKrupp incurred massive losses from disastrous steel investments and faced allegations of colluding with other companies to fix prices in its railway steel operations. As a result, Hiesinger had been forced to dismiss three executive board members, one for violating company policy. After a supervisory board member also was dismissed for violating company policy, the company's offices were raided in an investigation of price-fixing in steel contracts to the automotive industry. Cromme had been sharply criticized by shareholders and analysts as an impediment to the cultural, strategic, and governance changes Hiesinger was trying to make to address the scandals at ThyssenKrupp, but for months he defiantly had resisted calls for his removal. With no warning, he resigned without naming a successor or creating a plan to select one. Now that he no longer needed to deal with the distractions created by Cromme's presence, Hiesinger was free to finalize a plan to address the defects in ThyssenKrupp's governance.

scholarly journals Ustawowy zakaz działalności konkurencyjnej wobec członków zarządu spółek kapitałowych — zagadnienia wybrane

2018 ◽  
Vol 112 ◽  
pp. 153-163
Author(s):  
Marcin Podleś
Keyword(s):  
Board Member ◽  
Supervisory Board ◽  
Competitive Market ◽  
Board Members ◽  
Commercial Activity ◽  
Management Board ◽  
Competitive Activity ◽  
Polish Law ◽  
Competitive Activities ◽  
Made In

PROHIBITION AGAINST COMPETITIVE ACTIVITIES OF BOARD MEMBERSAccording to Polish law paragraph 211 and 380 Commercial Companies Code management board members are among others under a ban to deal with competitive affairs. This ban comprises either acting on his/her own account or within relationships which have been entered into between any member of management board and counter-parties running competitive commercial activity or within his/her own association in partnerships being competitors. Furthermore, a management board member cannot participate in any other business entity as a member of its corporate bodies i.e. hold a post in management board or supervisory board of any competitive market player. Considering the ban on competitive activity function it is proper to speak for a wider character of this ban — i.e. that should extend over each company a said person under ban has held a management board post in. To compensate a rigidity inherent in this ban on competitive activity one has to accept concrete concessions hereof which have been corporately made in an implicit way. It is the management board member himself/herself who has to prove the fact he had been released from this ban and also a scope of concession from it. Additionally, one has to speak against an interpretation of paragraphs 211 and 380 Polish Companies Code in wider extensive sense. One is however to opt for the intact companies’ right to regulate this issue on their own — by virtue of their internal agreements with their management board members.

Does gender diversity in supervisory boards affect gender diversity in management boards in Germany? An empirical analysis

2021 ◽  
pp. 239700222199714
Author(s):  
Dennis Fleischer
Keyword(s):  
Fixed Effects ◽  
Structural Equation ◽  
Gender Diversity ◽  
Supervisory Board ◽  
Board Members ◽  
Governance System ◽  
Management Board ◽  
Supervisory Boards ◽  
Gender Quota ◽  
The Impact

Social aspects like gender diversity in the boardroom are becoming increasingly relevant and are a popular topic of public debate in the context of gender equality in business. However, there is little clarity about the potential spill-over effects of gender diversity. Both theory and empirical results have led to ambiguous conclusions with respect to the effect of gender diversity in the supervisory board on gender diversity in the management board. In addition, it is not clear whether the German gender quota legislation positively affects this relationship. This study analyses whether gender diversity in the supervisory board supports the gender diversity of the management board, and whether this relationship is affected by the gender quota legislation, focusing on the unique case of Germany. To cope with endogeneity concerns, this study employs a cross-lagged panel model with fixed effects using maximum likelihood structural equation modelling. The results of the analysis of the impact of the number of female supervisory board members on the number of female management board members do not support the view of positive spill-over effects of gender diversity in the environment of the German two-tier corporate governance system. Furthermore, this study finds no evidence of an effect of the German gender quota on this relationship. JEL Codes G38, M12, M14, M51

Discretionary powers in the Austrian Private Foundation Law

2020 ◽  
Vol 26 (6) ◽  
pp. 512-518
Author(s):  
Daniela Olbrich
Keyword(s):  
Decision Making ◽  
Supreme Court ◽  
Board Member ◽  
Board Members ◽  
Wide Scope ◽  
Executive Board ◽  
Private Foundation ◽  
Discretionary Powers

Abstract The fact that only an objective qualification of the foundation board is decisive with regard to its liability is sufficiently ruled by the Austrian Supreme Court. However, in the end the board member is left alone with the question of what is required in concrete terms. A recent decision of the Austrian Supreme Court granting the foundation’s executive board an extremely wide scope for decision-making where the foundation statute does not provide detailed guidelines came as a surprise. This article deals with the issues faced by foundation board members in avoiding liability when exercising their powers and the need to limit the wide discretionary powers of such board members by creating an adequate statutory framework.

scholarly journals It’s About Connections – How the Economic Network of the German Federal Government Affects the Top Earners’ Average Income Tax Rate

2016 ◽  
Vol 236 (4) ◽  
pp. 427-453
Author(s):  
Katrin Scharfenkamp
Keyword(s):  
Federal Government ◽  
Income Tax ◽  
Supervisory Board ◽  
Career Concerns ◽  
Board Members ◽  
Executive Board ◽  
Average Income ◽  
Tax Rate ◽  
Empirical Results ◽  
German Bundestag

Abstract Building on arguments to political incomes, career concerns and elitist networks, this study assumes that an increasing percentage of highly incentivized former executive board members within the German Federal Government (1957–2012) will decrease the top earners’ average income tax rate during the subsequent year. Conversely, the percentage of lower incentivized former supervisory board members is assumed to increase the top earners’ average income tax rate. Both effects are assumed to be enforced if the ruling parties have strong support in the German Bundestag. The empirical results significantly confirm the unconditional effect for former executive board members and the conditional effect for former supervisory board members. Corresponding to sociological findings (see Hartmann 2002, Der Mythos von den Leistungseliten. Frankfurt a.M., Campus) and building on Barro’s (1973, The Control of Politicians: An Economic Model. Public Choice 14(1): 19–42) approach to the selfish maximization of political income and arguments regarding career concerns from principal agent theory (see, e. g. Fama 1980, Agency Problems and the Theory of the Firm. Journal of Political Economy 88, 288–307), this study assumes a strong incentive for former executive board members in the German Federal Government (1957–2012) to maximize their political income by lowering the top earners’ average income tax rate (1958–2013) due to their social elitist homogeneity and career concerns in terms of future job opportunities in business corporations. Conversely, former supervisory board members are assumed to increase the top earners’ average income tax rate due to their differing social backgrounds. Despite possible career concerns, they are assumed to increase the top earners’ average income tax rate in order not to lose their previously gained ideological credibility. Both effects are assumed to be enforced if the ruling parties have more than or equal to 55 % of seats in the German Bundestag. By running OLS and Tobit regressions, the empirical results confirm an unconditional decreasing effect of a higher percentage of previous executive board members and a conditional increasing effect of a higher percentage of previous supervisory board members on the top earners’ average income tax rate.

scholarly journals Board committee practices in Ukraine

2005 ◽  
Vol 3 (1) ◽  
pp. 114-116 ◽  
Author(s):  
Alexander Kostyuk
Keyword(s):  
Corporate Governance ◽  
Audit Committee ◽  
Supervisory Board ◽  
The State ◽  
Board Members ◽  
Governance Mechanisms ◽  
Management Board ◽  
Corporate Governance Mechanisms ◽  
Audit Commission ◽  
Financial Transactions

International board practice concerning establishing committees on the board is still not spread in the Ukraine. The state obliged Ukrainian joint stock companies to establish an audit commission. But the commission is not on the supervisory board. It is not an integral part of the board. Members of the audit commission are prohibited to be members of the supervisory board at the same time. Although the audit commission reports to the supervisory board, objectives of the audit commission are narrowed only to controlling financial transactions executed by the management board. Therefore, it is worth of establishing an audit committee on the supervisory board with a broader spectrum of functions and equipped with the deepest knowledge on corporate governance mechanisms.

scholarly journals LEGAL REGULATION OF THE PORT OF TALLINN

2020 ◽  
Vol 6 (72) (2) ◽  
pp. 20-30
Author(s):  
B. V. Zmerzlu
Keyword(s):  
Supervisory Board ◽  
Legal Regulation ◽  
Board Members ◽  
Joint Stock Company ◽  
Current Version ◽  
Stock Company ◽  
Sea Transport ◽  
Management Board ◽  
Rules Of Procedure ◽  
The Law

The article States that the organization of activities and management of commercial ports in Estonia is organized on the basis of the law on ports and the law on commercial sea transport in the current version. The port of Tallinn received its modern legal organization in 2018 with the formation of the corresponding joint-stock company and registration on the Nasdaq Tallinn exchange on June 13, 2018. the Basic regulations governing the system of its higher management are the «Regulations on the Association of Aktiaselts Tallinn Sadam» and «Rules of procedure of the Supervisory Board of Aktiaselts Tallinn Sadam». In them set out the procedure for possession and use of the stock of this company, Supervisory Board, management Board and other bodies working on permanent and temporary foundations; requirements for Board members.

Executive Board Member Financial Expertise and IPO Performance

2020 ◽  
Author(s):  
Michael Ettredge ◽  
Chan Li ◽  
Qian Wang ◽  
Yang Xu
Keyword(s):  
Initial Public Offering ◽  
Chief Executive Officers ◽  
Work Experience ◽  
Board Member ◽  
Chief Executive ◽  
Chief Financial Officers ◽  
Board Members ◽  
Executive Board ◽  
Ipo Performance ◽  
Financial Expertise

Chief executive officers (CEOs) and chief financial officers (CFOs) can serve on the boards of the firms that employ them. We investigate the effects of having these executive board members, and the effects of their financial expertise, on initial public offering (IPO) outcomes. Specifically, we investigate the effects of three types of executive board member financial expertise: that obtained via prior accounting-based, user-based, and supervisory-based work experience. The results suggest that executive board members with accounting-based experience use their knowledge and experience to decrease information asymmetry at the IPO, leading to lower underpricing. Neither of the other two types of financial expertise helps to improve IPO underpricing. We also find that executive board members with accounting-based experience are associated with shorter IPO preparation times, and less downward IPO offer price adjustments. Our results suggest that IPO firms experience benefits when executives having accounting expertise serve on their boards.

scholarly journals Organizational And Legal Conditions For The Realization Of Member’s Right For Information In LLC And ALC

2019 ◽  
pp. 97-103
Author(s):  
V.V. Vasylieva
Keyword(s):  
Supervisory Board ◽  
General Rule ◽  
General Meeting ◽  
Financial Statements ◽  
Annual Reports ◽  
Corporate Rights ◽  
Right To Information ◽  
The Right ◽  
Audit Reports ◽  
Executive Body

This article defines the right to information as an important component of the corporate rights of a company member, on the security of which the effective exercise of its other competencies depends. The author states that the right to information is ensured by the statutory obligation of the company to storage a certain list of documents related to the activities of the company. The Art. 43 of the LLC provides a list of documents that the company is obliged to keep such as: documents related to the foundation of the company and the founding documents and changes thereto; documents on creation of branches, representative offices of the company (in case of their creation); documents related to the issue of the securities and documents certifying the ownership of the company to the property; documents regulating the activities of the company bodies and changes thereto (regulations, instructions, etc.); documents related to the work of the bodies of the company (general meeting, executive body, supervisory board): protocols, orders, orders; documents in which the results of the company’s economic activity are directly reflected: annual financial statements, documents of annual reports submitted to the relevant state bodies, accounting documents; documents from third parties regarding the company: audit reports and results of other audit services. As a general rule, the executive body of the company is responsible for keeping the documents, and the chief accountant (if assigned) - for the accounting documents and financial statements. Due to the latest updates in the legislation of Ukraine, the participant is guaranteed with the right to receive copies of documents required by him from the company. The right to information is also ensured by establishing the responsibility of officials for not providing information or providing false information about the activities of the company. This right is protected by applying to the court for compulsory in-kind performance.

scholarly journals Women with STEM qualifications on supervisory boards. Does a high women quota in supervisory boards influence firm success?

2020 ◽  
Vol 7 (1) ◽  
pp. 28-46
Author(s):  
Bettina Binder ◽  
Keyword(s):  
Capital Market ◽  
Supervisory Board ◽  
Original Study ◽  
Executive Board ◽  
Management Board ◽  
Supervisory Boards ◽  
Conducting Research ◽  
Gender Quota ◽  
The Impact ◽  
The Relationship

Many large companies in Europe include mainly men in supervisory boards and the women quota is often lower than 20 %. In Germany an optional women quota of 30 % in supervisory boards was proposed for capital market oriented companies in 2016. Some assume that without a gender quota the earnings of enterprises would shrink as male and female members in supervisory teams do not work in such a harmonized and structured way. Others think that a women quota in supervisory boards should be requested by law and should not remain optional. In this context, conducting research and analyzing the impact of the women’s presence in supervisory boards on the success of companies appear as a necessary topic. The present article looks at the companies of EURO STOXX 50 in the year 2015 and their success and tries to establish whether this success can be related to the percentage of female members in supervisory positions. It replicates in this way the study of Binder, Alonso-Almeida and Bremser (2016) which analyzed the relationship between female’s representation in the management board (executive board) and firm performance (measured by earnings before taxes – EBT) of the EURO STOXX 50 companies in 2014. It is in the same time an extension of the original study as the supervisory board is brought under scrutiny and a closer look at women qualifications, and especially women with STEM qualifications is provided.

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