Documents Davies, Paul L. 15 results

"Corporate boards play a central role in corporate governance and are thus regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards considerable differences remain. These differences depend partly on shareholder structure, partly on historical, political and social developments and especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes.

This book analyses the corporate boards, their regulation in law and codes and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). It offers the most up to date practical and analytical information on boards in Europe by leading company law experts. The issues addressed include: board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism."

"Corporate boards play a central role in corporate governance and are therefore regulated in the corporate laws and corporate governance codes of all industrialized countries. Yet while there is a common core of rules, considerable differences remain, not only in the details, but sometimes also regarding main issues. These differences depend partly on shareholder structure (dispersed or blockholding), partly on path dependent historical, political and social developments, especially on the question of employee representation on the board. More recently, in particular in the wake of the rise of the international corporate governance code movement there has been a clear tendency towards convergence, at least in terms of the formal provisions of the codes. This article analyzes the corporate boards, their regulation in law and codes, and their actual functioning in nine European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Sweden, Switzerland and the United Kingdom) from a functional and comparative perspective. Issues dealt with are inter alia board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular in cases of conflicts of interest); incentive structures (remuneration); and share-holder activism. The article finds convergence in these European countries resulting from the pressures of competition, a pro-shareholder trend supported by government and institutional investors and, to a certain degree, the impact of the EU. This convergence is more visible in the governance codes and the ensuing practice than in the statutory law. Still, considerable differences remain, in particular as a result of the failure to adopt a mandatory “no frustration” rule for takeovers at the EU level, and diverging systems of labor codetermination. The overall result is an unstable balance between convergence and divergence, shareholder and stakeholder influence, as well as European v. national rulemaking."

"This article analyses the new statutory representation structures which have been or are being put in place, concentrating on the decisions made about the choice of worker representatives. The structures in question contain: general information and consultation rights, mechanisms for making bargained adjustment to statutory standards, instruments of worker support and the statutory recognition procedure. The article proceeds, first, by developing a set of criteria by which it is argued the decisions about the choice of worker representatives should have been made and the relationships between them determined. It then proceeds to assess the decisions actually made against the criteria. It concludes that the choices actually made were deficient, notably by not giving precedence to the sufficiently representative trade union and by permitting direct representation by the individual employees themselves in too wide a category of case."

"The European Company Statute and its accompanying Directive on worker involvement in the European Company (SE) hold out the prospect of employee influence over the composition of the board of directors of the SE and even of representation on it. This article explores a number of issues which arise in the course of assessing whether that potential is likely to be realised. First, there is the question of whether the SE, which is an optional form of incorporation, will prove attractive to the managements of large companies. Second, the Directive normally requires board level participation in the SE only where this was required of a substantial proportion of the workforce who are to be employed in the SE. How does this ‘before and after' principle work? How does the Directive deal with situations where only a part of the workforce was previously subject to mandatory worker participation? Where there is a choice between not permitting the SE to be used as an escape mechanism from national requirements and imposing participation on workers and management who were not previously subject to it, how is that choice made? Finally, how far may the employee representatives either unilaterally or in agreement with management choose something different from what the ‘before and after' principle would require?"