Documents European Business Organization Law Review 6 results

"This paper re-evaluates the corporate governance concept of ‘board independence' against the disappointing experiences during the 2007-08 financial crisis. Independent or outside directors had long been seen as an essential tool to improve the monitoring role of the board. Yet the crisis revealed that they did not prevent firms' excessive risk-taking; further, these directors sometimes showed serious deficits in understanding the business they were supposed to control, and remained passive in addressing structural problems.

A closer look reveals that under the surface of seemingly unanimous consensus about board independence in Western jurisdictions, a surprising disharmony prevails about the justification, extent and purpose of independence requirements. These considerations lead me to question the benefits of the current system. Instead, this paper proposes a new, ‘functional' concept of board independence. This would redefine independence to include those directors that are independent of the firm's controller, but at the same time it would require them to be more accountable to (minority) shareholders."

"Corporate governance and the theory of the firm are discussed primarily from the shareholders' perspective. This point of view neglects the tremendous effects of private pensions and of co-determination as well as interdependencies between codetermination, pensions and corporate governance. Since in the private pension world the firm serves as an investment tool, the focus should be shifted from short-term interests to concepts maximising long-term shareholder value. In this context, also moderate forms of co-determination might serve as a tool for long-term oriented corporate governance. Given the rise of the European Company, co-determination is likely to spread in Europe. Both, private pension-based corporate governance systems and stakeholder-oriented corporate governance systems should be re-examined in the light of the financial and economic crisis and due to the rise of behavioural law and economics."

"Employee board representation can serve information dissemination purposes. This comment argues that in Germany, which (still) has a bank-oriented financial system, transparency may be better served by using codetermination (under which up to half of the supervisory board is composed of employees) as an information channel, rather than by importing the mandatory disclosure requirements that are typical of Anglo-Saxon jurisdictions. There are two reasons for this. One is that the evidence about the efficiency of mandatory disclosure requirements is mixed. The other is that mandatory disclosure is an intrinsic component of market-oriented financial systems such as the US financial system.
Transplanting a market-oriented component into a bank-oriented financial system brings the risk of inconsistencies, as it affects the complementarities that exist among the intrinsic components of a bank-oriented system. This comment thus concludes that before suggesting ways to transplant further mandatory disclosure requirements into the German financial system, or improve existing ones, one should consider how to use or improve the use of codetermination as an information dissemination channel."

"Sustainable finance and climate change have emerged as areas of renewed interest in the wake of the global financial crisis, when the assessment of companies' risk management was shown to be the key to the prevention of systemic disruption. While many aspects of corporate disclosures were radically and quickly revised following the crisis, even several years later commentators have pointed to a continuing pressure for improvement to regulatory requirements in relation to financial statements. Much of the debate focuses on the need for expedited operational execution of reporting information. Over the past decade significant advances have taken place in digital technologies, especially with respect to the security and processing of granular data. This article examines how these new technologies can be deployed in a manner that will address the need to eliminate the vulnerabilities of the climate risk management process, which requires standardisation of data in order to improve managerial decision-making and the desired outcomes. It further explores the use of technology to enhance the evaluation of climate change impact on company exposures, and to advance transparency in regulatory reporting for financial institutions. Technology applications such as automated language systems offer opportunities to align corporate disclosure with climate change policy objectives, which in turn can increase sustainability in the performance of companies' activities."