As the title suggests, this thesis focuses on the issues arising from the establishment of audit committees in listed companies in China, which hitherto have been adopted by companies on a voluntary basis alongside the pre-existing structure of supervisory boards, rather than as a mandatory requirement. Regarding this unique practice in China, this thesis attempts to address three research objectives: 1. To understand the effectiveness of supervisory boards (SBs) and audit committees (ACs) in China. 2. To understand how the operations of SBs and ACs improve the effectiveness of supervisory governance functions in China. 3. To understand the co-ordination between SBs and ACs in organisations. The first objective is investigated by applying quantitative methods of ordinary least squares (OLS) regression and analysis of panel data. It is discovered that the companies with audit committees have more effective supervisory functions when companied to those without audit committees. The second objective was pursued by applying qualitative methods in the form of two case studies constructed using interviews and surveys conducted both via telephone and in face-to-face interviews. It is found that in both the case studies audit committees were established with the expectation of enhancing the effectiveness of the companies' supervisory functions. Furthermore, the face-to-face interview survey of five listed companies reveals that companies with audit committees in China still face issues of overlapping and missing supervisory functions between supervisory boards and audit committees. Thus the third research objective, regarding the co-ordination between the supervisory board and the audit committee in the organisation to find solutions to this very problem, is particularly relevant for corporate governance in China. This objective is investigated by interviewing two governors and conducting telephone surveys. The results highlight that there is the general expectation that these structures should be co-ordinated as one unit. There is also a demand to establish an independent control system to strengthen oversight functions, to reduce oversight costs, and to ensure the independence of the supervisors and audit committee members in order that they can execute oversight tasks, and to empower them against the executive directors and senior managers by promoting their status in the organisation.

La tesi ricostruisce la funzione del consiglio di sorveglianza, giungendo al risultato – in contrasto con l’opinione dominante secondo la quale a detto organo è assegnato solamente un ruolo di controllo – di assegnare allo stesso competenze “originarie” di indirizzo strategico sulla gestione, anche in assenza di una clausola statutaria ai sensi dell’art. 2409-terdecies, lett. f-bis, c.c.. Nel primo capitolo, si evidenzia che – diversamente dal collegio sindacale, che non ha poteri di incidere direttamente sui componenti dell'organo gestorio – il consiglio di sorveglianza esercita l’attività di controllo al fine di incidere direttamente sulla gestione attraverso il potere-dovere di nomina e revoca esercitato per conto dei soci. Nel secondo capitolo, argomentando dalla qualificazione della funzione di nomina-revoca in termini di potere-dovere, che implica l’obbligo di “garantire” l'idoneità dei gestori di attuare con diligenza professionale l'oggetto sociale, si fa derivare la conclusione che l’esercizio del detto potere-dovere impone che l’organo di controllo sia necessariamente coinvolto nella programmazione strategica della gestione e nell’assunzione delle scelte strategiche a quest’ultima connesse. Nel terzo capitolo, si conclude che la competenza deliberativa statutaria ai sensi dell’art. 2409-terdecies, lett. f-bis, c.c., rappresenta la razionalizzazione/rafforzamento statutario del potere-dovere originario di indirizzo sull’alta gestione implicato dalla funzione di nomina e revoca dei gestori. / The thesis reconstructs the function of the supervisory board, reaching the result – contrary to the leading opinion according to which to the said board is assigned a mere supervisory role – of granting "native" competences of strategic direction of the management, even in the absence of a clause in the by-laws as provided by article 2409-terdecies, lett. f-bis of the Italian Civil Code. The first chapter highlights that - unlike the board of statutory auditors, which has no authority to directly affect the components of the board of directors - the supervisory board exercises the control activity in order to directly influence the management through the power-duty to appoint and dismiss exercised on behalf of the shareholders. In the second chapter, starting from the qualification of the appointing-dismissal function in terms of power-duty, which implies an obligation to "guaranty" the ability of the managers to implement the company’s purpose with professional diligence, derives the conclusion that the exercise of the aforementioned power-duty requires that the supervisory body necessarily has to be involved in the strategic planning and management and in the acquisition of strategic choices related to it. The third chapter concludes that the statutory deliberative power provided by article. 2409-terdecies, lett. f-bis, of the Italian Civil Code represents the statutory rationalization/strengthening of the native power-duty to guide the high management implied by the function of appointing and dismissing the managers

The Analysis of Some Economic and Legal Aspects of Corporate Governance of Central European Corporations There are three main goals of the thesis: 1) To identify the biggest economic risks of present Czech corporate governance 3) to recommend appropriate measures how to regulate corporate governance of publicly owned companies 2) to consider the question how appropriate it is to regulate corporate governance by hard law rules or when soft law rules could be appropriate enough. The thesis is divided into two parts - the theoretical part and the practical one. The theoretical part is subdivided into four chapters. The first contains a general introduction to the corporate governance, the second includes a description of the system of corporate governance regulation, the next one is dedicated to financial crisis impact on the corporate governance regulation, and the final chapter deals with the comparison of Polish and Czech law regulation of corporate governance in publicly owned companies. The practical part consists of three case studies. The first case study analysis the main findings of the report, which was worked out as a result of the independent audit of supervisory boards in publicly owned companies. The second case study examines the corporate governance system of state-owned companies PKN...

- Position of the general meeting of a limited liability company This diploma thesis concentrates on the general meeting of a limited liability company and its position within the organizational structure of the company. The goal of the diploma thesis is to provide a basic overwiev of selected institutes and analyse the relationship between the general meeting and other company bodies. This most often concerns the statutory body and possibly also the supervisory board, as a whole, or their individual members. Individual chapters are chosen as to enable to illustrate the mutual arrangement of relationships on them. The thesis is divided into two basic parts. The first part considers how the general meeting can impact on other company bodies, or their members. That's why the first chapter deals with election and dismissal of a statutory representative, or a member of the supervisory board. It for example describes the concrete process, or the possibilities, which the general meeting has in this connection. The second chapter considers the contract of execution of office, which together with the regulation of rewarding of the body members has to be compulsorily approved by the general meeting itself, the reward, which can be granted by an internal regulation approved by the general meeting and other...

Submitted by Filipe dos Santos (fsantos@pucsp.br) on 2017-01-10T11:29:11Z No. of bitstreams: 1 Vera Amaral Carvalho Momo.pdf: 996163 bytes, checksum: ee3683ec65ac63accb3576367099beac (MD5) / Made available in DSpace on 2017-01-10T11:29:11Z (GMT). No. of bitstreams: 1 Vera Amaral Carvalho Momo.pdf: 996163 bytes, checksum: ee3683ec65ac63accb3576367099beac (MD5) Previous issue date: 2016-12-09 / Supervisory Board is the body responsible for the company's supervision. It is intended to verify compliance with legal and statutory duties of directors. It also acts as an information organ to shareholders. The objective of this study is to identify if the legal rules of the functioning of the body are effective in protecting the basic right of supervision of the company business by the shareholders. We seek to understand the role of the supervisory board in the corporate context, from the point of view of the harmonization of the various social interests pursued by the legislature / Conselho fiscal é o órgão responsável pela fiscalização da companhia. Tem a finalidade de verificar o cumprimento dos deveres legais e estatutários dos administradores. Atua também como órgão de informação aos acionistas. O objetivo deste trabalho é identificar se as normas legais relativas ao funcionamento do órgão são eficazes na tutela do direito essencial de fiscalização dos negócios sociais por parte dos acionistas. Busca-se compreender o papel do conselho fiscal no âmbito societário, sob o ponto de vista da harmonização dos diversos interesses sociais buscada pelo legislador

in English Diversity in Composition of Supervisory Boards This paper focuses on analysing the current situation of composition of board of directors in Europe as well as in the United States with the emphasis on supervisory boards in the dualistic model and the non-executive members of boards in the monistic model. It is aimed on one hand at evaluating the business case for diversity as its proponents including the European Commission and several European governments present it, on the other at judging diversity from the critical point of view of its opponents. Lastly, this paper presents different approaches that may be taken to this topic, i.e. the measures that can be engaged in order to achieve higher diversity. In the beginning I shortly summarise the nature and function of the supervisory board under Czech law as well as the general status of supervisory board or the non-executive part of board of directors in both corporate governance systems. I then scrutinise the approaches to diversity in Europe and the USA and look at the different criteria of diversity considered. The centre of this work comprises of evaluating both the advantages and benefits of diversity on one hand and disadvantages and costs on the other. It is particularly this part of the analysis that is crucial to both...

The thesis is focused on Corporate Governance phenomenon mainly on companies with public shares. Starting from the wide description of problematic the thesis continues with analyzing most important trends in governance, world known standards and even Czech standards. Furthermore it concentrates on description of Public Limited company role in Czech law system with special intention on statutory body. The result is an analysis of the role of Management Board and Supervisory Board, especially their impact on governance, duties and responsibility. In the end reader may find the drafts of measures and case study of corporate governance in Japanese global corporatin MITSUI & Co, Ltd.

Codetermination and its regulation in Czech legal order Abstract This thesis deals with codetermination and its regulation in the Czech legal system. The main goal of this thesis is to discover whether the current valid regulation enables companies to really utilise the benefits of codetermination, and alternatively under what circumstances it would. The thesis firstly analyses the advantages and disadvantages of codetermination. This analysis aims to determine the main purpose and function of codetermination, which is according to the author mainly improvement of communication and cooperation of the employees and the board, alternatively the management. The thesis focuses mainly on three fundamental aspects of codetermination, them being the position of employees in the supervisory board, the appointment of employees in the supervisory board and sub- sequently the termination of the function in the supervisory board. The thesis takes into account both companies' and employees' point of view. Czech regulation does not take into account the special position of the employees in the supervisory board, whereby there's often a conflict of interests. The chapters regarding the appointment and termina- tion of the function point out that it is possible for the company to influence the members of the supervisory...

Yes / This study examines the impact of multi-layer governance mechanisms on the level of bank risk disclosure. Using a large dataset from 14 Middle East and North Africa (MENA) countries over a period of 8 years, our findings are three-fold. First, our results suggest that the presence of a Sharia supervisory board is positively associated with the level of risk disclosure. Second and at the bank-level, we find that ownership structures have a positive effect on the level of risk disclosure. At the country-level, our evidence suggests that control of corruption has a positive effect on the level of bank risk disclosure. Our study is, therefore, a major departure from much of the existing accounting literature that offers new crucial insights that show that firms’ disclosure choices are not mainly shaped by firm-level (internal) governance arrangements, but also country-level (external) governance and religious factors. Our findings have important implications for corporate boards, investors, regulatory authorities, standards-setters and governments relating to the development, implementation and enforcement of corporate and national governance standards.

Creation, termination and suspension of function of a member of a limited company body Abstract This thesis deals with the issues of creation, termination and suspension of function of a member of a limited company body and focuses on a relatively narrow aspect of the said topic related to the institute of codetermination in relation to the creation, termination and suspension of function of a member of a supervisory board of a joint stock company. Currently effective legislation contains significant gaps and it causes certain interpretation ambiguities and prevents the proper use of the institute of codetermination in practice. The present work is mainly aimed at identification of problem points and analysis of the most important controversial issues of the current legislation in the field of codetermination and aspires to their comprehensive solution. The work also takes into account the legislative changes effective from January 1, 2021 and evaluates their potential benefits regarding elimination of the identified shortcomings. The work is divided into four chapters. The first chapter contains the definition of the term codetermination and provides an overview of how this legal institution is regulated within the legal orders of selected foreign countries and at the European Union level. Following...