Vorstandshaftung und Vertraulichkeit

2020 ◽  
Author(s):  
Philipp Pauschinger
Keyword(s):  
Board Of Directors ◽  
Supervisory Board ◽  
General Meeting ◽  
Corporation Law ◽  
The Board Of Directors ◽  
Stock Corporation

May breaches of duty by members of the board of directors remain confidential? This is often the only way to avoid further damage to the company. However, appropriate information is a prerequisite for shareholders to be able to exercise their rights in the context of board liability. In this context Philipp Pauschinger examines the duties to provide information under stock corporation law and develops a system of tiered shareholder information based on the reporting obligations of the supervisory board, accounting regulations, the shareholders' right to ask questions in the general meeting and the report of the special auditor. In a further step, he shows how this system strengthens the liability of the executive bodies in the company's interest.

Die Kompetenzverteilung zwischen Vorstand und Hauptversammlung im Rahmen des Merger of Equals

2021 ◽  
Author(s):  
Dirk Schmidbauer
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
The Board Of Directors ◽  
Business Combination ◽  
Stock Corporation

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.

scholarly journals SUBJECTIVE SIGNS OF RAIDING IN THE CONTEXT OF CRIMINAL LEGAL COUNTERACTION

2020 ◽  
pp. 5-11
Author(s):  
В. С. Бахуринський
Keyword(s):  
Property Rights ◽  
Board Of Directors ◽  
Criminal Law ◽  
Supervisory Board ◽  
General Meeting ◽  
The Board Of Directors ◽  
The Subject ◽  
Business Entities ◽  
Criminal Legislation ◽  
Subjective Side

The article examines the subjective signs of committing a raid, which is provided by the criminal legislation of Ukraine. The characteristics of subjective features of raiding in the criminal law of Ukraine are presented and the elements of the subjective side of raiding are determined and their essential specifics are singled out. The subjective side of crimes aimed at seizing business entities and replacing their owner is a deliberate form of guilt. The subject of the crime may be any sane individual who has reached the age of sixteen, who prevents the exercise or illegally restricts the rights of holders of securities or falsifies the decision of the general meeting of shareholders (participants) of the company or the decision of the board of directors (supervisory board). leads to illegal seizure of property of the enterprise, the enterprise itself, or other property rights.

Geschäftsleiterbinnenhaftung in Großvereinen

2021 ◽  
Author(s):  
Anton Leopold Nußbaum
Keyword(s):  
Supervisory Board ◽  
Economic Importance ◽  
Board Members ◽  
Legal Practice ◽  
Corporate Board ◽  
Corporation Law ◽  
Common Interests ◽  
Practical Analysis ◽  
Stock Corporation

The internal liability of managers of large associations is becoming increasingly relevant in the context of their growing economic importance, especially considering the stricter compliance obligations. The book develops de lege lata with the help of corporate principles a liability regime for board members and association managers with and without corporate board positions that is in line with common interests. At the same time, the author uses a practical analysis of various association structures to indicate the problems that exist in the realization of liability and recommends de lege ferenda for a mandatory supervisory board for large associations based on the model of stock corporation law. The work addresses equally academics and legal practice as well as the associations themselves.

Pengaruh Dewan Direksi, Dewan Komisaris Independen. Kepemilikan Manajerial, Kepemilikan Institusional, Dan Dewan Pengawas Syariah Terhadap No Performing Financing (Studi Kasus Pada Bank Umum Syariah Yang Terdaftar Di OJK Periode 2015-2019)

2021 ◽  
Vol 2 (2) ◽  
Author(s):  
Yugi Maheswari ES ◽  
Iwan Fakhruddin ◽  
Azmi Fitriati ◽  
Bima Cinintya Pratama
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Commercial Bank ◽  
Financial Services ◽  
Supervisory Board ◽  
Secondary Data ◽  
Institutional Ownership ◽  
Managerial Ownership ◽  
Good Corporate Governance ◽  
The Board Of Directors

Tujuan penelitian ini untuk mengetahui pengaruh penerapan Good Corporate Governance (GCG) yang diproksikan oleh dewan direksi, dewan komisaris independen, kepemilikan manajerial, kepemilikan institusional, dan dewan pengawas syariah terhadap risiko pembayaran yang diukur dengan rasio Non Performing Financing (NPF) pada Bank Umum Syariah. Populasi penelitian adalah Bank Umum Syariah Yang Terdaftar di Otoritas Jasa Keuangan. Data yang digunakan adalah data sekunder berupa laporan tahunan Bank Umum Syariah periode 2015-2019. Sampel yang dikumpulkan adalah 14 bank syariah sebayak 70 data. Hasil penelitian menunjukkan bahwa dewan direksi berpengaruh negative erhadap NPF. Dewan komisaris independen, kepemilikan manajerial, kepemilikan institusional, dan dewan pengawas syariah tidak berpengaruh terhadap NPF.  The purpose of this study is to determine the effect of the implementation of Good Corporate Governance (GCG) which is proxied by the board of directors, the board of independent commissioners, managerial ownership, institutional ownership, and the sharia supervisory board against payment risk as measured by the Non Performing Financing (NPF) ratio at the Bank Sharia General. The study population was a Sharia Commercial Bank Registered at Financial services Authority. The data used was secondary data in the form of reports annual Sharia Commercial Bank for the period 2015-2019. The samples collected were 14 Islamic banks as much as 70 data. The results showed that the board of directors has a negative effect on NPF. Independent board of commissioners, managerial ownership, institutional ownership, and sharia supervisory board have no effect on NPF.

M. Video-Eldorado: improving corporate governance to increase efficiency

2021 ◽  
pp. 69-71
Author(s):  
A.V. Butov
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
General Meeting ◽  
Annual General ◽  
Independent Directors ◽  
Annual General Meeting ◽  
The Board Of Directors ◽  
Increase Efficiency

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.

Corporate Governance in Islamic Banks

2021 ◽  
pp. 322-337
Author(s):  
Sami Ben Mim ◽  
Yosra Mbarki
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Supervisory Board ◽  
Islamic Banks ◽  
Governance Mechanism ◽  
Governance Mechanisms ◽  
Transmission Channels ◽  
Corporate Governance Mechanisms ◽  
The Board Of Directors ◽  
Corporate Governance Mechanism

This study investigates the efficiency of the Shariah supervisory board as a corporate governance mechanism in Islamic banks. The authors mainly seek to examine the effect of the Shariah board's composition (size and academic background of its members) on the performance of Islamic banks. They also try to highlight the transmission channels explaining this effect, and compare the efficiency of the Shariah board with that of traditional corporate governance mechanisms, namely the board of directors. The empirical investigation is based on a sample of 72 Islamic banks from 19 countries. Estimation results suggest that the Shariah board positively affects the Islamic banks performance through the number of Islamic Shariah scholars. This effect is mainly due to the size and cost transmission channels. These results are robust to different performance measures. On the other hand, results show that the board of directors' size produces a positive effect on a bank's performance, offering evidence for complementarity between traditional and Islamic governance mechanisms.

Notice, Agenda and Quorum for Meetings of Directors

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Basic Requirement ◽  
The Board Of Directors ◽  
Time Periods

As has been discussed in Chapter 2 concerning the giving of notice of meetings to convene a valid general meeting of members, the necessity to give due and proper notice of a meeting is a basic requirement for convening a meeting that can proceed to transact lawful business. In this chapter the requirements of notice of meetings are discussed with regard to meetings of the board of directors. The requirements of giving due notice in relation to meetings of directors are less stringent than those relating to meetings of members, for in relation to the latter the governing legislation prescribes requisite time periods for certain categories of meeting and the passing of certain types of resolutions.

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.

scholarly journals Role of Board- Manager Relation on Cooperative Performance

2018 ◽  
Vol 6 ◽  
pp. 60-77
Author(s):  
Dhaneshwar Rakhal
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Interdisciplinary Studies ◽  
Return On Assets ◽  
Mutual Help ◽  
Secondary Sources ◽  
Wide Range ◽  
Credit Cooperatives ◽  
The Board Of Directors ◽  
The Relationship

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

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