Corporate governance and directors' duties: Country Q&A tool
Resource type: Article
Published on 31-Jan-2013
Argentina, Australia, Austria, Bermuda, Greece, Hong Kong, India, Indonesia, Ireland, Italy, Japan, New Zealand, Switzerland, Thailand, The Netherlands, USA, Ukraine, United Kingdom
Austria, Bermuda, Greece, Hong Kong, India, Indonesia, Ireland, Italy, Japan, New Zealand, Switzerland, Thailand, The Netherlands, USA, Ukraine, United Kingdom
Step 1: Check the boxes to select the questions and the jurisdictions for comparison.
Step 2: Click the "submit" button.
Step 3: Scroll down to view answers and check law stated dates for each jurisdiction.
What are the main forms of corporate entity used in your jurisdiction?
What is the regulatory framework for corporate governance and directors' duties?
Has your jurisdiction adopted a corporate governance code?
Board composition and remuneration of directors
What is the management/board structure of a company?
Are there any general restrictions or requirements on the identity of directors?
Are non-executive, supervisory or independent directors recognised or required?
Are the roles of individual board members restricted?
How are directors appointed and removed? Is shareholder approval required?
Are there any restrictions on a director's term of appointment?
Do directors have to be employees of the company? Can shareholders inspect directors' service contracts?
Are directors allowed or required to own shares in the company?
How is directors' remuneration determined? Is its disclosure necessary? Is shareholder approval required?
Management rules and authority
How is a company's internal management regulated? For example, what is the length of notice and quorum for board meetings, and the voting requirements to pass resolutions at them?
Can directors exercise all the powers of the company or are some powers reserved to the supervisory board (if any) or a general meeting? Can the powers of directors be restricted and are such restrictions enforceable against third parties?
Can the board delegate responsibility for specific issues to individual directors or a committee of directors? Is the board required to delegate some responsibilities, for example for audit, appointment or directors' remuneration?
Duties and liabilities of directors
What is the scope of a director's duties and personal liability to the company, shareholders and third parties?
Can a director's liability be restricted or limited? Is it possible for the company to indemnify a director against liabilities?
Can a director obtain insurance against personal liability? If so, can the company pay the insurance premium?
Can a third party (such as a parent company or controlling shareholder) be liable as a de facto director (even though such person has not been formally appointed as a director)?
Transactions with directors and conflicts
Are there general rules relating to conflicts of interest between a director and the company?
Are there restrictions on particular transactions between a company and its directors?
Are there restrictions on the purchase or sale by a director of the shares and other securities of the company he is a director of?
Disclosure of information
Do directors have to disclose information about the company to shareholders, the public or regulatory bodies?
Does a company have to hold an annual shareholders' meeting? If so, when? What issues must be discussed and approved?
Can shareholders call a meeting or propose a specific resolution for a meeting? If so, what level of shareholding is required to do this?
Minority shareholder action
What action, if any, can a minority shareholder take if it believes the company is being mismanaged and what level of shareholding is required to do this?
Internal controls, accounts and audit
Are there any formal requirements or guidelines relating to the internal control of business risks?
What are the responsibilities and potential liabilities of directors in relation to the company's accounts?
Do a company's accounts have to be audited?
How are the company's auditors appointed? Is there a limit on the length of their appointment?
Are there restrictions on who can be the company's auditors?
Are there restrictions on non-audit work that auditors can do for the company that they audit accounts for?
What is the potential liability of auditors to the company, its shareholders and third parties if the audited accounts are inaccurate? Can their liability be limited or excluded?
Corporate social responsibility
Is it common for companies to report on social, environmental and ethical issues? Please highlight, where relevant, any legal requirements or non-binding guidance/best practice on corporate social responsibility.
What is the role of the company secretary in corporate governance?
Institutional investors and shareholder groups
How influential are institutional investors and other shareholder groups in monitoring and enforcing good corporate governance? Please list any such groups with significant influence in this area.
Please summarise any proposals for reform and state whether they are likely to come into force and, if so, when.
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