Download or read book The Effectiveness and Remuneration of the Board of Directors A Critical Analysis of the Corporate Governance Codes in the UK and Germany written by Marvin Müller and published by GRIN Verlag. This book was released on 2016-03-17 with total page 35 pages. Available in PDF, EPUB and Kindle. Book excerpt: Seminar paper from the year 2016 in the subject Business economics - Economic Policy, grade: 80%, University of South Wales, language: English, abstract: The following report aims to compare and contrast the development of the principles effectiveness and remuneration in the UK and Germany. Firstly, characteristic factors of the two principles are worked out, their development in the UK is analysed and underlined by a critical evaluation of the role and responsibilities of ED and NEDs in Barclays. In a second step, the development of the carved factors in Germany is assessed and underlined by a critical analysis of the board’s role and responsibilities in Deutsche Bank. At last a brief conclusion is given.

Download or read book The Theory and Practice of Directors Remuneration written by and published by Emerald Group Publishing. This book was released on 2016-01-06 with total page 304 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book argues for a correct balance between risk and reward and for Directors' remuneration to be equitable to all parties and stakeholders. By examining the current theories, practices and regulations and explaining them in detail it provides a state of the art overview of one of the key corporate governance issues of our time.

Download or read book Corporate Governance Board Practices Incentives and Governing Risks written by OECD and published by OECD Publishing. This book was released on 2011-08-02 with total page 145 pages. Available in PDF, EPUB and Kindle. Book excerpt: This publication examines how effectively boards manage to align executive and board remuneration with the longer-term interests of their companies.

Download or read book Directors Remuneration written by Study Group on Directors' Remuneration and published by . This book was released on 1995 with total page 82 pages. Available in PDF, EPUB and Kindle. Book excerpt: A complete copy of the Report including the Code of Best Practice. The Study Group on Director's Remuneration was set up on the initiative of the CBI in January 1995 in response to public and shareholder concerns about pay and other remuneration of company directors in the United Kingdom. The report covers code of best practice, main action points, remuneration committees, disclosure, remuneration policy, service contracts and compensation, privatised utilities.

Download or read book The Enforcement of Directors Duties in Britain and Germany written by Hans-Christoph Hirt and published by Peter Lang. This book was released on 2004 with total page 408 pages. Available in PDF, EPUB and Kindle. Book excerpt: The power to control litigation in the company's name is normally vested in the board of directors. This gives rise to a conflict of interest whenever some or all of the directors breach their duties. In such a situation, the board's decision whether or not to litigate is potentially tainted because the wrongdoers are part of the decision-making process. The board as a whole is therefore an unsuitable decision-making body and the following question arises: who should decide whether it is in the company's interest to initiate litigation against the alleged wrongdoers? There are a number of different persons and bodies in which the decision-making power could be vested. The British approach is the reversion of management power to the shareholders in general meeting and, in certain restricted situations, the availability of the derivative action brought by a shareholder on behalf of the company. Both mechanisms give rise to significant difficulties. This book begins by explaining the board's conflict of interest, sets out a theoretical framework of legal strategies that cover the whole range of approaches to deal with it and analyses their strengths and weaknesses. The analysis consists of an assessment and comparison of four models of the enforcement of directors' duties, which are based on the current law and reform proposals in Britain and Germany. Particular reference is made to recent case law and its practical implications.

Download or read book The Regulation of Executive Compensation written by Kym Maree Sheehan and published by Edward Elgar Publishing. This book was released on 2012-01-01 with total page 255 pages. Available in PDF, EPUB and Kindle. Book excerpt: ïBased on extensive interviews with those directly involved in the executive pay setting process _ executives themselves, remuneration committee members, remuneration consultants, and institutional investors _ this excellent study finally explains how, despite repeated regulation over the past twenty years in both the UK and Australia, limits on the amount executives get paid, and a clear relationship between pay and performance remain as elusive as ever. Dr. SheehanÍs study suggests that by targeting the pay setting process rather than pay itself, regulation may have contributed, albeit unintentionally, to the endless upward ratcheting of absolute levels of executive pay.Í _ John Roberts, University of Sydney, Australia ïFor those that believe executive remuneration in the UK and Australia is too high and poorly aligned with company performance, this book provides an excellent analytical framework and strong arguments in favor of greater shareholder oversight of remuneration practices and pay levels. It is well-written, carefully argued and persuasive in its treatment of the subject. I wholeheartedly recommend it.Í _ Randall S. Thomas, Vanderbilt University Law School, US In this timely book, Kym Sheehan examines the regulatory technique known as ïsay on payÍ _ where shareholders vote on executive compensation in an annual, advisory vote on the remuneration report. Using the model of the regulated remuneration cycle, and drawing upon evidence of its operation from interviews, voting data and remuneration reports from UK and Australian companies, the book demonstrates whether say on pay can operate successfully to both constrain executive greed and ensure accountability exists for company performance and decision-making. The Regulation of Executive Compensation is essential reading for corporate governance academics, remuneration consultants, company directors, regulators, pension and superannuation fund trustees and unions. Politicians and their policy advisers, lawyers, accountants and anyone concerned about the corporate governance of listed companies will find much to interest them in this detailed study.

Download or read book The Dialogue Between the Chairman of the Board and Investors written by Klaus J. Hopt and published by . This book was released on 2017 with total page 25 pages. Available in PDF, EPUB and Kindle. Book excerpt: The dialogue of the board and its chairman with investors is an established practice in many countries, such as the United Kingdom, the USA, the Netherlands, Belgium, France and recently also Germany. In the UK this dialogue covers the whole range of relevant board topics, certainly including good corporate governance aspects such as the composition of the board and the remuneration of the directors as well as good corporate culture and ethics in the corporation. In Germany this dialogue may also take place between the chairman of the supervisory board and institutional investors; this is firmly established in the practice of most of the DAX-30-corporations, and some other corporations follow the trend. This practice is taken up by many codes of good corporate governance, for example in the UK Corporate Governance Code 2014 and the UK Stewardship Code 2012 as well as in the Corporate Governance Codes of France, the Netherlands, Belgium, the USA and since 2017 also in the German Code. The investor dialogue involving the chairman of the board, both in the one-tier and the two-tier systems, is legal and legitimate, but it has three main limits: insider trading and market abuse, company secrets, and equal treatment of the shareholders. The latter limit creates practical problems which are met by the various codes in different ways. While the competence for investor relations is primarily with the CEO viz. the chairman of the management board, the chairman of the (supervisory) board should also be available - within reasonable limits - to discuss supervisory board-related issues with investors. This has been rightly suggested by the German Corporate Governance Code, though it has met with certain doctrinal concerns. In many countries this dialogue is not restricted to the chairman of the board but extends to other board committe chairmen, to the senior independent directors and sometimes to all directors. It can be expected that the chairman of the board's dialogue with investors will sooner or later not only become a general practice, but that it will also be considered to represent good corporate governance.

Download or read book International Standardisation of Good Corporate Governance written by L. van den Berghe and published by Springer Science & Business Media. This book was released on 2012-12-06 with total page 232 pages. Available in PDF, EPUB and Kindle. Book excerpt: In International Standardisation of Good Corporate Governance - Best Practices for the Board of Directors the Academy of Directors (AoD) presents a multidisciplinary approach for the governance of a company. The AoD also aims to use the interaction between the academic and the business world to change the environment in which companies work. This task is realised in different ways: by conducting applied scientific research, creating a large pool of professional experience and networking within the AoD, confronting these research results with the practical experience of the members, publishing these results, and organising training programmes. The AoD therefore collaborates very closely with the academic world. The Vlerick School of Management was the co-founder of the AoD, together with a great number of national and international business partners. The foundation of the AoD goes back to the initiative of its president, Mr. L.H. Verbeke (Loeff Claeys Verbeke). He was convinced that the increasing international interest in corporate governance would also affect Belgian companies, but that there was a need for an `indigenous coherent' view of corporate governance. Being at the cross-roads of different cultures and languages and at the same time being a very open economy, Belgium could not simply copy another country's code on good corporate governance. Therefore the initiative was taken to set up a broad international overview of the best practices for the board of directors, which is presented in this volume. This analysis is not only oriented towards the `famous' codes but aims to highlight as well the practical applications and problems faced in implementing these suggestions. Consequently special attention is given to the best practices for family businesses and medium-sized companies.

Download or read book Executive remuneration The Tate Lyle PLC case study written by Christos Boras and published by GRIN Verlag. This book was released on 2019-04-08 with total page 74 pages. Available in PDF, EPUB and Kindle. Book excerpt: Doctoral Thesis / Dissertation from the year 2014 in the subject Business economics - Business Management, Corporate Governance, grade: 72%, Aston University (Business School), course: MSc in Accounting and Finance, language: English, abstract: This report provides an analysis and evaluation over the executive remuneration issues. The basic issues in this report raised the public debate and the academic literature findings over the misalignment between the pay and performance and the level of executives’ emoluments. In order to provide a more specific and practical perspective of the issues raised, this project used a case study of Tate & Lyle plc. and its main competitor Associated British Foods plc. Methods of analysis include the review over the UK corporate governance evolution on executive remuneration matters. The second part of the review is based on the academic literature review. Furthermore, the internal structure of both companies and the level of salaries in the hierarchy give an explanation over the level of the executive emoluments. Moreover, the structure of the executive remuneration is approved in both companies by the majority of the shareholders and there is evidence that the short-term and long-term performance of the companies have an important effect on executives’ salary. Last but not least, there is evidence that the executive remuneration is almost the same across the same industry even if the performance between two companies is different. The report finds that both companies are in line with UK corporate governance code guidelines and aligned pay with performance. However, there are not adequate case studies through different industries in order to have a more precise information over the relationship between pay and performance of other companies. The major area of weakness on the academic literature is the lack of case studies which can provide more detailed information of practical implementations of the Code and academic literature. Moreover, the institutions and most of the academic research is based on using average figures based on the FTSE100, FTSE250 and FTSE350 Indexes. The report also investigates the fact that the analysis conducted has limitations. Some of the limitations include the lack of ABF’s annual report for 2014. In order to overpass this difficulty, this project used the annual report of 2013 for both companies. Another limitation was the lack of case studies over the executive remuneration issues based on certain companies rather than the average trend of an Index. Last but not least, there was no other case study of a company over the executive remuneration issues in order to use the methodology.

Download or read book The Executive Remuneration Review written by Arthur H. Kohn and published by . This book was released on 2012 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Directors Remuneration Handbook written by Cliff Weight and published by Bloomsbury Publishing. This book was released on 2014-06-30 with total page 811 pages. Available in PDF, EPUB and Kindle. Book excerpt: “I enjoyed reading it – which I did from cover to cover and refer back to it too!” Chris Spencer-Phillips, MD, First Flight Non-Executive Directors How much, when to pay, what to pay for and how to motivate directors are key questions to ask when a detailed framework of knowledge is required. Directors' Remuneration Handbook, Second Edition provides this framework, the information and tools to answer these questions. It explains the complexities of directors' remuneration in simple terms, providing examples of best practice and up to date market date as well as a source of reference for key legislation. Directors' remuneration lies at the heart of the debate on effective corporate governance. This is the issue, above all others, in which directors face a conflict of interest. Whilst UK companies are considered to have very high standards of corporate governance and reporting, the economic crisis forced UK companies to consider where things had gone wrong and why. Whilst there has not been a raft of regulation following the economic crisis there have been significant consultations on the importance of UK companies to focus on the issues that matter to their long term success and to their shareholders. Disclosing clear, relevant information on these issues in company reporting is necessary if shareholders are to make well informed decisions in their role as company owners and to establish a clear link between a company's strategic objectives and the criteria for payments to directors. Covers the following key legislation and case law: The new Directors Remuneration Report Regulations (DRRR); New law on votes on remuneration policy and implementation; New EU rules on Banks remuneration; ABI and NAPF best practice guidance. Previous edition ISBN: 9781847668882

Download or read book Comparative Corporate Governance and Executive Remuneration written by Simon Staude and published by GRIN Verlag. This book was released on 2015-09-10 with total page 32 pages. Available in PDF, EPUB and Kindle. Book excerpt: Seminar paper from the year 2014 in the subject Business economics - Investment and Finance, , language: English, abstract: The justification of a company having a remuneration committee (hereinafter “RemCo”) is simple and based on the “agency theory” whereby directors are employed to act as proxies for shareholders and manage a companies’ business on their behalf. However, their powers allow them to manage the business in a manner, which facilitates their own interests. Excessive remuneration and bonus schemes are probably the most controversial outcomes which may be considered as a result of this principle. The UK Corporate Governance Code (hereinafter “the Code”) has tried to deal with this issue, providing principles to establish an appropriate level of remuneration for directors and to align this remuneration with the interest of the shareholders. However, the salaries of CEOs of FTSE100 companies have increased significantly over the last ten years. This is supported by a recent Manifest survey which shows that FTSE100 RemCos still grant remuneration packages above the inflation rate and the average pay increase of employees. As the level of remuneration has increased considerably in recent years, it is indeed questionable whether multi-million salaries for directors can be justified when taking into account economic or fairness reasons and whether RemCos undertake their responsibilities properly. As well as providing the theoretical and legal background and the rationale behind the establishment of RemCos Section 1 of this essay questions the level of remuneration and assesses, whether it can be justified on economic or fairness grounds. Whereas Section 2 shows that the RemCos are not solely responsible for the ratcheting up of executive payments since external factors such as pay consultants influence the remuneration design. The essay demonstrates that the current way RemCos undertake their responsibilities raise major concerns and leaves room for improvement. Section 3 evaluates the recent reforms, such as enhanced disclosure requirements related to the role of remuneration consultants and suggests that these reforms are the first step in the right direction to re-balance executive remuneration but will also show that the execution of these reforms can be considered as rather poor and will have little effect. The essay concludes finally that remuneration committees are only partly responsible for increasing remuneration levels and that further reforms are still necessary.

Download or read book The Corporate Board written by Ada Demb and published by Oxford University Press. This book was released on 1992-04-02 with total page 225 pages. Available in PDF, EPUB and Kindle. Book excerpt: Written for practitioners, this book addresses corporate governance and the role of the board of directors in multinational corporations. Throughout the world, corporations are experiencing the second major transition in corporate governance of this century. The nature of the relationship between the corporation and the rest of society is changing fundamentally. The corporate board has unique responsibilities during this transition, but as it tries to respond directors are faced with destabilizing paradoxes: resolving who is in control--management or the board, achieving critical judgment while maintaining detachment, and avoiding becoming either a cozy club or a collection of all-stars. This book, based on interviews with 71 directors serving on more than 500 boards in eight countries, shows the nature of the challenges and suggests ways to analyze and confront them. This major international study compares the experiences of board members in Canada, Finland, France, Germany, Great Britain, the Netherlands, Switzerland, and Venezuela.

Download or read book Tolley s Directors Remuneration written by Paddock and published by Bloomsbury Professional. This book was released on 2003-01-01 with total page 354 pages. Available in PDF, EPUB and Kindle. Book excerpt: "The Directors' Remuneration Report Regulations mean that companies now need to pay greater attention than ever before to their levels of remuneration for company directors and ensure that they are operating in accordance to best practice in this crucial area. This handbook provides a comprehensive guide to those regulations and their impact on all aspects of recruiting, rewarding and ending a contract with a director. It includes information and guidance on: the regulatory framework; remuneration and corporate performance; service packages; fat cats; reward for failure; golden hellos and handcuffs; shareholder democracy; NEDs; risks of being an executive director; the new environment Draft Directors' Remuneration Report Regulations Draft Companies (Summary Financial Statement). "

Download or read book Corporate Governance Board Practices Incentives and Governing Risks written by OECD and published by OECD Publishing. This book was released on 2011-08-31 with total page 144 pages. Available in PDF, EPUB and Kindle. Book excerpt: This publication examines how effectively boards manage to align executive and board remuneration with the longer-term interests of their companies.

Download or read book The Anatomy of Corporate Law A Comparative and Functional Approach written by Reinier Kraakman and published by Oxford University Press, USA. This book was released on 2009-07-23 with total page 344 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is the second edition of this highly regarded comparative overview of corporate law. It argues that the main function of corporate law is to address conflicts of interests and that, despite economic and social diversity, legal strategies employed across jurisdictions are surprisingly similar.

Download or read book Boards at Work How Directors View their Roles and Responsibilities written by Philip Stiles and published by OUP Oxford. This book was released on 2001-03-29 with total page 182 pages. Available in PDF, EPUB and Kindle. Book excerpt: Boards of directors are coming under increasing scrutiny in terms of their contribution in monitoring and controlling management, particularly in the wake of high-profile corporate frauds and failures, and also their potential to add value to organizational performance through involvement in the strategy process and through building relationships with key investors. Despite the importance of these issues, not only to organizations but also arguably to national competitiveness, the nature of board activity remains largely a black box, clouded by prescriptions, prejudices, and half-truths. This book responds to calls for greater scrutiny of boards of directors with an in-depth examination of directors of UK organizations, drawing on the accounts of directors themselves as to their roles, influence, and the potential and limits to their power. Much work on boards of directors has labelled the board as a rubber stamp for dominant management, and non-executive directors in particular have been variously described as poodles, pet rocks, or parsley on the fish. Such accounts are rooted in assumptions of board activity that are essentially adversarial in nature, and that the solution to the 'problem' of reconciling the interests of managers with those of shareholders is to increase the checks and balances available to the board of directors. The findings of this study show that boards, in many cases, are far more than passive rubber stamps for management and that non-executives are encouraged to act as trusted advisers to the executives and the chief executive, rather than solely monitors of executive activity. Boards are important mechanisms in maintaining the strategic framework of the organization through setting the boundaries of organizational activity. The potential of the board members, in particular the non-executives, to fulfil such a mandate depends on a number of factors, including ability, willingness to engage with the organizational issues, and the degree of knowledge they have relevant to the host firm. Above all, the degree of trust built between members of the board, and between the board and key external constituencies, is at the heart of effective board behaviour.