In the context of the financial and economic crisis, corporate governance and regulatory supervision failures, Laura Horn investigates one of the defining questions in social power relations in contemporary capitalism: who controls the modern corporation, and why.
This book provides an easy, but comprehensive and rigorous access to the main concepts, terminology, methods and procedures of risk analysis intended for all those involved in the EU policy and regulatory decision making on risks. It establishes a common ground of knowledge which enables a more informed dialogue on risks, a closer collaboration between decision makers and scientists and a better appraisal of the potential and limits of risk science. The book also brings together in an accessible way much multidisciplinary knowledge which had been dispersed over many technical documents and specialist books. The EU is in the front line of health, safety and environmental risk management. GMOs, food safety, hazardous chemicals, climate change, radiation hazards, are just a few of the popular risk issues addressed by the EU through policy and regulatory measures. The risk analysis paradigm, including risk assessment, management and communication has been at the core of the EU decision making for a long time already. EU Institutions strive for a science-based approach to risk management. Nevertheless, the dialogue and collaboration on risk issues between policy makers, stakeholders and scientists are still difficult and the potential and limits of science in support of decision making, as well as the basic concepts of risk analysis are not fully understood outside the narrow specialist circles.
This book examines corporate governance through a holistic lens that integrates financial, social and environmental goals, e.g. increasing transparency and disclosure. In addition, it investigates the theoretical assumptions guiding the current corporate governance practices adopted by companies in Central Europe and Russia. The book presents a dynamic study on the evolution of corporate governance systems, which were practically non-existent just 30 years ago. In turn, it addresses criticism leveled at corporate governance, its impact on the outbreak of the financial crisis, and recommendations for changes after the crisis. The book employs a regional focus, exploring a group of countries that have often been neglected in corporate governance research. Carefully selected data and a variety of case studies prepared by leading authors from the region provide evidence to support the analysis.
The recent financial crisis has once again stressed the importance of good corporate governance and corporate social responsibility in building trust in the European internal market. It has given rise to a discussion of whether a number of issues should be addressed through regulation or soft law at EU level. These issues relate in particular to the duties of directors in European companies as well as how the board of directors is composed and structured. Drawing attention first to duties of directors and then to the organisation of the board, this appropriately timed analysis takes stock of the status of the initiatives that have been debated so far, examines whether the rules which have been adopted form a coherent system, and suggests ways in which these initiatives affect national law. Topics covered include the following: directors' conflicts of interest; rules on shareholder transparency; duty to promote active ownership; whether it is possible to find a balance between corporate enterprise and risk control; integration of environmental and social concerns in the decision-making of the company; the board's role as a monitor of management; overcoming managerial deficiencies; the concept of independent directors; independence from a controlling shareholder; nomination of board members; disqualification of directors; and directors duties in groups of companies.
The emerging field of corporate law, corporate governance and sustainability is one of the most dynamic and significant areas of law and policy in light of the convergence of environmental, social and economic crises that we face as a global society. Understanding the impact of the corporation on society and realizing its potential for contributing to sustainability is vital for the future of humanity. This Handbook comprehensively assesses the state-of-the-art in this field through in-depth discussion of sustainability-related problems, numerous case studies on regulatory responses implemented by jurisdictions around the world, and analyses of predominant strategies and potential drivers of change. This Handbook will be an essential reference for scholars, students, practitioners, policymakers, and general readers interested in how corporate law and governance have exacerbated global society's most pressing challenges, and how reforms to these fields can help us resolve those challenges and achieve sustainability.
This volume provides an up-to-the-minute survey of the field of corporate governance, focusing particularly on issues of convergence and diversity. A number of topics are discussed including bankruptcy procedures, initial public offerings, the role of large stakes, comparative corporate governance, and institutional investors.
For the past two decades corporate governance reform in Europe has been guided by the ‘shareholder value’ model of the firm. That model has been discredited as one of the major causes of the financial and economic crisis. In a new book published by the ETUI an alternative approach to corporate governance is presented by members of the GOODCORP network of researchers and trade unionists. This new approach, entitled the Sustainable Company, draws on both traditional ‘stakeholder’ models of the firm and newer concerns with sustainability. The main elements of the Sustainable Company and the institutions needed to support it are presented. Key themes in the book are the need for worker ‘voice’ in corporate governance and for a binding legislative framework to promote sustainability. Individual chapters deal with the issues of worker involvement, employee shareholding, sustainability-oriented remuneration, international framework agreements, NGO-trade union relationships, reforming financial regulation and carbon taxes and emissions-trading schemes.
These principles of corporate governance, endorsed by the OECD Council at Ministerial level in 1999, provide guidelines and standards to insure inclusion, accountability and abilit to attract capital.
The concept of corporate governance has come under intense public scrutiny in recent years. Business people everywhere are asking: What exactly does andgoodand corporate governance entail? Which aspects of it are legally binding, and in what ways is it merely a set of expectations on how corporations should be organized ideally? Nowhere are these important questions answered more precisely - nowhere are the lines more clearly drawn - than in the insightful synthesis of statutory law, case law, and organizational theory presented in this book. Recognizing that the concept of andgoodand corporate governance is not dramatically different from one jurisdiction to another but represents an international phenomenon that has to a reasonable extent the same characteristics everywhere, the author proceeds, with detailed analysis, through a series of issues that (he shows) make up the brunt of corporate governance. Each of these issues in turn gives rise to such specific problem areas as the following: board compensation and executive compensation; unitary and dual board structures; monitoring management; legal parameters of andmismanagementand; the andsupervisory gapand; audit, selection and appointment and remuneration committees; director tenure and retirement policy; risk management and risk reporting; corporate safety culture; conflicts of interest; whistleblower arrangements; aims of the regulation of public takeover bids; and defensive tactics in case of a hostile public takeover bid. These problems - and many others - are examined in the light of corporate governance codes and guidelines and of reports and judgments that deal with specific instances where investigators or courts were asked to analyze corporate governance issues in concrete cases. Each of the ten chapters includes in-depth analysis of such cases. A special feature of the book is a set of model corporate governance guidelines based on US corporate practice. Corporate Governance as a Limited Legal Concept is remarkable for its very thorough characterization and definition of corporate governance as a legal concept, as a code of conduct, and as an organizational structure. The authorands clearly reasoned analysis of the legal limits of corporate governance will be of great interest and practical value to business people and their counsel in any jurisdiction.