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Corporate Boards in Law and Practice - A Comparative Analysis in Europe (Hardcover)
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Corporate Boards in Law and Practice - A Comparative Analysis in Europe (Hardcover)
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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.
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