THE RELATIONSHIP BETWEEN THE BOARD OF DIRECTORS AND THE GENERAL MEETING

Company Law ◽  
1999 ◽  
pp. 192-197
2018 ◽  
Vol 6 ◽  
pp. 60-77
Author(s):  
Dhaneshwar Rakhal

Cooperatives are based on the philosophy of equality and mutual help i.e. 'All for each and each for all'. They cover a wide range of development services in Nepalese context. The members of a cooperative elect a board of directors in its general meeting for the day to day operation. The board prepares policy and procedures, and appoints manager(s) to implement the policies and run the program. One of the internal issues in saving and credit cooperatives is the relationship between managers and the board of directors which affects on the performance level of the cooperative. In this regard, the main objective of this paper is to assess the relationship between managers and the board of directors, and its impact on the performance of saving and credit cooperatives in Pokhara. The study also covers the managers' feelings of job satisfaction, career development opportunities, and responsibilities of board of directors and managers. Out of 212 savings and credit cooperatives in Pokhara Sub-metropolitan, 77 cooperatives were selected as sample. A questionnaire survey with the mangers was carried out to derive the primary information, and annual audited reports are used as secondary sources of data. The results indicate that board-manager relation does not affect the responsibilities of board of directors and managers, and academic qualifications of managers are positively related to performance of the cooperatives. Finally the paper concludes that the board manager relationship is positively related to return on assets of the cooperatives. Janapriya Journal of Interdisciplinary Studies, Vol. 6 (December 2017), page: 60-77


Company Law ◽  
2020 ◽  
pp. 275-320
Author(s):  
Alan Dignam ◽  
John Lowry

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.


Author(s):  
Alan Dignam ◽  
John Lowry

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.


Author(s):  
Alan Dignam ◽  
John Lowry

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.


Author(s):  
Nils Brunsson

This chapter continues to analyze the relationship between decision and action using a case study on Swedish Rail (Statens Järnvägar, SJ). In February 1987, the board of directors of SJ met to consider a plan drawn up by an international consultancy company to implement a radical reform, the ‘New SJ’. The basic idea was to make the company more businesslike. SJ was to be run as a company and not as a government service, and its corporate aim was to be a profitable business. The chapter addresses the question of why reforms may be difficult to implement. It suggests that there are certain fundamental and common characteristics of administrative reforms which make them difficult to implement by nature.


2021 ◽  
Author(s):  
Dirk Schmidbauer

For transnational mergers of listed corporations, the merger of equals procedure is chosen frequently. This thesis comprehensively deals with the delimitation of the competences of the board of directors and the general meeting of a listed stock corporation in the case of the merger of equals. It is examined whether the conclusion of the business combination agreement requires the approval of the general meeting or whether it falls exclusively within the competence of the board of directors. Furthermore, it is examined whether the merger as such falls within the competences of the general meeting, in particular whether the merger establishes unwritten competences of the general meeting.


2020 ◽  
Vol 30 (8) ◽  
pp. 1985
Author(s):  
I Made Dany Yadnyapawita ◽  
Ayu Aryista Dewi

The purpose of this study was to determine the effect of the Board of Directors, Non Independent Commissioners, and Managerial Ownership to Manufacturing Company Performance on the Indonesia Stock Exchange. This research was conducted at food and beverage sub-sector manufacturing companies listed on the Indonesia Stock Exchange in the period 2014-2018. Data analysis uses multiple linear regression to determine the relationship between more than two variables. Based on the results of the study stated the Board of Directors statistically has no significant effect to company performance (ROA). Non independent commissioners statistically has no effect to company performance (ROA), Managerial ownership has no statistically significant effect to company performance (ROA). Keywords: Board Of Directors; Independent Commissioners; Managerial Ownership; Company Performance.


2021 ◽  
Vol 39 (11) ◽  
Author(s):  
Ghazwan Al-Shiblawi ◽  
Dalal Mahdi ◽  
Mohammed Mahdi

The aim of the present study is to assess The Effect of Company Size on the Relationship between Corporate Governance and Corporate Performance in the Iraqi Stock Exchange. The statistical population under study is listed companies of  Iraq Stock Exchange and the number of companies studied in Iraq is 35, from 2015-2019. The results concluded that there is a statistically significant relationship between the change (increase) of institutional ownership and the performance of the company, and this relationship is direct, as well as the relationship between the change (increase) of institutional ownership and the performance of the company. It can change under the influence of the company's size, and this relationship is negative, meaning the larger the company's size, the weaker the relationship. At the same time, the existence of a relationship between changing the composition of the members of the Board of Directors and the performance of the company was not supported, as well as between changing (increasing) the independence of the Board of Directors and the performance of the company, in addition to the relationship between changing the composition of the Board of Directors. The independence of the Board of Directors and the performance of the company is not affected by the change in the size of the company


2021 ◽  
pp. 69-71
Author(s):  
A.V. Butov

M. Video reports that the company’s board of directors has decided to hold an annual general meeting of shareholders on May 7, 2021. As part of the implementation of measures to improve corporate governance, the Board of Directors approved the list of candidates for the new composition of the Board. If appropriate decisions are made by the shareholders, the share of independent directors in the board of directors will increase to one third.


Author(s):  
Mara Madaleno ◽  
Elisabete S. Vieira ◽  
João P. C. Teodósio

Using a sample of 47 Portuguese and Spanish firms for the period 2010 to 2017, the authors study the relationship between female presence on board and firm's accounting (ROA and ROE) and market-based (MTB and Tobin's Q) performance. They find that women on the board of directors is positively related to firm's performance, as well as the gender of the CFO and the proportion of women on the listed key professionals, when we consider the market measures of performance, not being so consistent for accounting performance measures. Results were sensitive to the performance measure used. The results reinforce the political options of European Commission gender established quotas, revealing that in the Iberian countries these quotas are not being effectively implemented, even if results suggest that women on board in fact exert positive influence over market performance. This also led us to think that financial markets may also react in a positive way when the CFO of the company is a woman instead of a man, despite the sample limitations both in terms of gender and number of firms.


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