A modern and efficient corporate governance framework for European undertakings, investors and employees must be adapted to the needs of today’s society and to the changing economic environment. High performing, effective boards are needed to challenge executive management. This means that boards need independent non-executive members with diverse views, skills and appropriate professional experience. Such members must also be willing to invest sufficient time in the work of the board. The article addresses the following subjects which are at the heart of good corporate governance: Comply or explain approach; Board of directors, structure and composition; Non-executive or supervisory directors; Independent directors; Board committees.
COBISS.SI-ID: 33302365
ANG: In this article we analyse the extent to which the much talked about ideas on Corporate Social Responsibility (CSR) have been implemented within the framework of the existing legislation on corporate duties and liabilities, and the necessary steps required to overcome the continuing impasse. We argue that the reason for the poor implementation of the CSR concept in companies' day-to-day and strategic business behaviour is the fact that CSR initiatives are not legally binding but are still more or less recommendations with a "wishful" orientation. We propose that an EU Directive be enacted in order to harmonize national corporate legislation by redefining director's duties and responsibilities, including directors' duty "to integrate social, environmental, ethical, human rights and consumer concerns into their business operations and core strategy in close collaboration with their stakeholders". In this way, CSR would become legally binding and not just a declaration about the responsibility of enterprises which is not legally enforceable. * Članek je izšel v mesecu decembru 2014 in ga zato kot pomemben znanstveni dosežek vključujemo v poročilo 2015.
COBISS.SI-ID: 33892701
The article presents a comparative analysis of the legal regulation of the conflict of interests in some EU member countries. The financial crisis is to an important extent attributed to failures and weaknesses in corporate governance legislation. The importance of independent and disinterested board oversight, is more than obvious. It is essential, but often neglected in large (financial) companies. Potential weaknesses in board composition are apparent and lead to conflict of interest. The issue of the legal regulation of directors conflict of interest is becoming more and more important. In conducting business, members of the Management and Supervisory board, under most of the EU countries companies are subject to a non-competition obligation and conflict of interest rules. In key areas where directors clearly have conflicts of interest (i.e. remuneration of directors, and supervision of the company’s accounts) decisions in listed companies should be made exclusively by non-executive or supervisory directors who are in the majority independent. Generally, corporate governance codes (but not companies acts) adopted in EU Member States agree on the need for a significant proportion of non-executive or supervisory directors to be independent (the absence of close ties with management, controlling shareholders and the company itself), i.e. free from any material conflict of interest. * Članek je izšel v mesecu novembru 2014 in ga zato kot pomemben znanstveni dosežek vključujemo v poročilo 2015.
COBISS.SI-ID: 33014109