1 Abstract Remuneration of members of the governing bodies of joint stock companies The goal of this thesis is to analyze the law regarding remuneration of members of the governing bodies of joint stock companies. The topic is a timely one, since high bonuses were one of the causes of the financial crisis. The thesis primarily devotes its attention to the law contained in the Commercial Code. The amendments to the Act on Business on the Capital Market are also mentioned. The recommendations of the European Commission and Directive of the European Parliament and Council are then subjected to analysis. Basic issues are addressed in the introduction to the thesis. The governing body of a joint stock company is the Board of Directors and deciding on its remuneration falls within the competence of the General Meeting. Frequently members of the Board of Directors also hold concurrent office in the company as employees. The difference between claimable and non-claimable bonuses and fixed and variable bonuses is explained. A member of the Board of Directors is in principle entitled to at least the usual bonus for performing his or her office according to the average use of the mandate contract. If the parties so agree or the law so stipulates, performance of the office is not paid. The actual declaration of the...

IN ENGLISH: This thesis is focused on the monistic structure of joint-stock companies. The aim of the thesis is to analyse board structures in selected countries, subsequently to identify the features which are typical for a monistic governance structure and, finally, to compare these findings with statutory provisions in the Act on Commercial Corporations. The thesis is divided into seven separate chapters. Chapter One is subdivided into two parts. Part One is an introduction to the topic and attempts to define the term corporate governance. Part Two explains the importance of internal company structure for corporate governance. Chapter Two analyses board structures in Great Britain, the United States, France, Italy, Switzerland, the Netherlands, in the Czech version of Societas Europaea and also, for the purpose of comparison, the typical dualistic internal corporate structure known from Germany. The subjects of the analysis are the relevant statutory provisions on the one hand, and the functioning of governance structures in practice on the other hand. Chapter Three identifies features which are typical for monistic company structure, particularly the existence of a single board of directors which performs a strategy-setting function as well as supervision of management. Chapter Four discusses...

Abstract This dissertation assesses the potential impacts of corporate governance codes and legislation on Directors and Officers (D&O) Liability Insurance. Corporate failures lead to numerous losses for stakeholders especially shareholders. Worldwide including in South Africa, this has resulted in an increase in legal liability claims against directors and thus insurers. Often these failures are ascribed to corporate governance breaches giving rise initially to corporate governance codes and more recently many countries are legislating certain aspects of corporate governance; this includes a codification of director‟s duties. South Africa, in-line with the United Kingdom, Australia and to an extent the United States has followed suit with the Companies Bill of 2008. This dissertation seeks to assess the possible effects of the codes of practice and new Companies Act on Directors‟ and Officers‟ Liability insurance. This will be done by ascertaining what impact the new Act will have on directors‟ liability using inter alia the Delphi Technique.

Concebo territórios conflagrados em sua particularidade jurídica, isto é, localidades urbanas de monopólio e prevalência do ordenamento jurídico criminal, transversalizadas pela ordem jurídica estatal. Por meio de relatos de biografias profissionais de diretores(as) escolares que atuam em tais contextos de pluralismo jurídico, este estudo responde ao seguinte problema de pesquisa: Quais são os efeitos da difusão dos mecanismos de poder do crime organizado no universo das escolas públicas para a cultura profissional dos(as) diretores(as) escolares?. Priorizei a respeito a seguinte hipótese: A difusão dos mecanismos de poder do crime organizado no universo dos estabelecimentos públicos de ensino suscita a emergência de um ethos específico e revela uma cultura de gestão escolar marginal preexistente, oral, ambivalente, acêntrica, produzida e reengendrada nas práticas anônimas dos(as) diretores(as) de escolas públicas as quais ressignificam e matizam a identidade e a cultura profissional dos diretores(as) de escolas públicas. A pesquisa confirmou essa hipótese inicial; entretanto, identificou mais dois efeitos primários. A saber: o fenômeno do poder adstrito das autoridades escolares em relação às autoridades do poder criminal instalado no lugar e o medo como critério para a tomada de decisões profissionais. O objetivo desta pesquisa foi descrever a gestão atual de escolas públicas situadas em áreas urbanas de São Paulo, capital, as quais se constituem epicentros mercadológicos da economia capitalista criminal em ascensão no mundo. / I understand conflicted territories in their legal particularity, that is, urban locations marked by monopoly and prevalence of a criminal legal order, transversed by the state legal order. Through the narration of professional biographies of school principals working in such contexts of legal pluralism, this study responds to the following research problem: What are the effects of the spread of organized crimes power mechanisms in the universe of public schools, for the professional culture of school principals? I focused the following hypothesis: The spread of organized crimes power mechanisms in the universe of public education institutions provokes the emergence of a specific ethos and reveals a preexisting, marginal schoolmanagement culture that is ambivalent, oral and acentric, produced and reforged in the anonymous practices of public school principals. Those practices re-signify and give nuance to the identity and professional culture of public school principals. The research confirmed that initial hypothesis. However, two more primary effects were identified. These are: the phenomenon of the restricted power held by school authorities before the authorities of the criminal power installed in the area; and fear as a criterion for professional decision-making. The objective of this research was to describe the current management of public schools located in urban areas of São Paulo city which are market epicenters of the criminal capitalist economy on the rise in the world.

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Typescript. / Digitized by Kansas Correctional Industries

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The purpose of this study is to explore and identify flow characteristics in experienced middle school and high school band directors in the context of their teaching. The research was conducted using a qualitative multi-case study through the use of non-participant observations, field notes, and interviews with observational video with stimulated recall to identify the characteristics of flow in a total of five experienced middle school or high school band directors. It was apparent from the findings that every experienced middle school and high school band director experienced flow characteristics at different times while instructing their bands; conditions that facilitated and inhibited characteristics of flow as well as qualities that sustained characteristics of flow also were observed. This research may contribute to improved professional development and preparation of band directors; it may help them to recognize and achieve flow and develop good teaching practices, thereby enabling their students to reach their learning potential.

This thesis explores the extent to which the law in the UK, Delaware and Germany imposes an obligation on directors of solvent public companies to take into account the long-term consequences of their decisions while establishing the content and scope of long-termism in these three legal systems. It adopts a comparative methodology with the aim of determining whether the approaches taken in the chosen jurisdictions regarding both the parameters of long-termism and its legal sources and forms are radically different or very similar. It is also scrutinised here if it can be stated with any certainty that the approach taken in any particular jurisdiction regarding long-termism is ‘better’ for the protection of a company’s interests. This thesis makes four original contributions. Firstly, it conducts a comprehensive, comparative study on the relevance of long-term considerations. The concept of long-termism is analysed in the contexts of current legislation, case law, soft law, academic literature, and incentives that encourage long-termism decision-making. Secondly, hard law in the UK, Delaware and Germany does not currently offer much guidance regarding the content and scope of long-termism. A key original contribution made by this research draws on the academic literature and performs a gap-filling exercise by identifying examples of long-term decision-making in these jurisdictions, as well as examples of decision-making and conduct that is not long-term in nature. In the gap-filling exercise, case studies are presented in the context of (i) the contemporary shareholder v. stakeholder debate in corporate governance scholarship and (ii) the relevance of the share ownership structure of the company. These two important debates are used as variables to cast light on the ambit of the notion of long-termism, and the structural differences and similarities between the corporate governance systems and concepts of long-termism in the UK, Delaware and Germany. Thirdly, this thesis identifies specific and concrete factual examples of the incentives that the legal systems in the UK, Delaware and Germany do or could provide to encourage long-term managerial decision-making. Finally, it will make a positive contribution to the ongoing ‘convergence v. divergence’ debate, as the thesis has the scope to offer insights into whether the law on the duties of directors is converging in different legal systems particularly in the specific context of what is meant by long-term decision-making by such directors.

In this study directors of public listed companies around Australia gave their perceptions of best practice in corporate governance. A qualitative methodology within the constructivist paradigm was used along with a questionnaire thus making it a linked study. Mechanisms to assist in demonstrating rigour in the research process were developed and implemented as part of the research. The findings presented a description of best practice in corporate governance and a definition of corporate governance. Emerging from the findings was a model of best practice that was consistent with complex adaptive systems theory. Stakeholder theory was seen to provide the mechanism for developing activities that support the best practice model.