There have been some far-reaching developments in the area of corporations law in the European Union (EU) since 2001. They include: several leading decisions by the European Court of Justice (ECJ);1 ...the adoption of the European Council Regulation of 8 October 2001 for the establishment of the European Company (SE) accompanied by a Council Directive on employee codetermination of the same day;2 the adoption of the Directive on Cross-Border Mergers of limited liability companies of 26 October 2005;3 and the European Commission’s Action Plan of May 20034.
According to Friedrich Carl von Savigny, the corporation is a mere fiction of law.1 As a separate legal person the corporation (company) is ‘invisible, intangible, and existing only in contemplation ...of law’ (John C. Marshall).2 That is the case worldwide. No one ever has seen, for example, the ‘DaimlerChrysler AG’, the ‘BHP Billiton Corp.’ or the ‘Vodafone plc’. Thus, corporate governance and the law associated with corporate governance deal with an ‘artificial being’. So, how can we deal with something ‘invisible’?
Osiguranja od profesionalnih odgovornosti smatraju se najmlađom vrstom osiguranja. Njihova široka paleta raste takoreći iz dana u dan jer sve veći dio profesionalaca želji formirati osigurateljnu ...zaštitu za svoje poslovno djelovanje. Neke od profesionalnih odgovornosti proglašene su intencijom zakonodavca obveznima da ih se osigura od odgovornosti, već kao preduvjet za obavljanje određene profesije (arhitekti, odvjetnici, revizori, javni bilježnici...) Međutim, postoji još poveći popis profesija za koje zakonodavac nije do sada prepoznao potrebu da i za njih osiguranje od odgovornosti bude obvezno. Među takva dobrovoljna osiguranja od odgovornosti spada i najnovije - osiguranje od odgovornosti članova uprave i nadzornih odbora te prokurista d.d. i d.o.o. Tom vrstom osiguranja pruža se osigurateljna zaštita za propuste ili pogreške koje se mogu dogoditi za vrijeme vođenja i upravljanja društvom čak i unatoč dužnoj pažnji u postupanju. Polazeći od toga da ako nemaju osigurateljnu zaštitu, članovi uprava za takve propuste odgovaraju vlastitom imovinom, u ovom radu raspravljamo o osnovama odgovornosti članova uprava, nadzornih odbora te prokurista i o modalitetima njihovog osigurateljnog pokrića.
In this chapter, we discuss some implications that managers and policy makers may draw from the examples and observations in this book. We have started our line of evidence with the observation that ...the management teams of industrial firms bear the responsibility for making their firms competitive - through management quality, or the ability to mobilize the workforce, and by adopting promising strategic positions (summarized in the competitiveness diamond in Chap. 1). The case studies in Chaps. 2 through 9 have demonstrated that all the positions in the diamond are feasible in Germany and France. We have finally shown that offshoring, the practice of performing certain activities abroad in low-wage or industrialized countries, does not deserve its bad reputation as “job killer.” On the contrary, off-shoring tends to create value, growth and jobs; this is the case in the excellent companies that we have showcased in this book, who use it strategically rather than just as a cost-cutting tool, and job creation is also observed by systematic studies at the level of the economy. There are challenges, however, which include job churn, training and potential relocation. This book cannot fully discuss, much less solve, how these social issues can be addressed at governmental level. Our point is that management needs to step up to its part of the responsibility, and policy makers must recognize that it is their responsibility to help companies be competitive, not fight them or see them simply as cows to be milked for supporting needy parts of the economy. Finally, we argue that what seems to be missing in Germany and France today is an honest dialogue between the public sector and companies.
This chapter lays the foundations of the work by introducing venture capital and corporate governance. The description of venture capital includes the characteristics of venture capitalists and the ...actions they take to pursue their goals. It then details the corporate governance elements and their functions as well as how stakeholders can influence those elements. This is the basis for understanding the succeeding chapters.
I suggested in chapter ten that the methods used by EU governments to clean up the mess resulting from excessive health care spending from the past, i.e., the period 1960–1980, may have laid the ...foundations for the creation of another mess in the near future. Methods such as detailed exemption regulations on the finance side to exclude certain groups of vul- nerable citizens from copayments, a forest of regulatory measures to get control over the supply side, as well as an increasingly intense involvement of several stakeholders in the health care process, all cause upward pres- sure on health care costs. These methods also hinder the transparency of health care arrangements in society. Health care managers increasingly experience limitations in their managerial freedom;there is an increasing “burn-out” problem among medical specialists; and there is a slowly but steadily changing staff ratio to the disadvantage of direct care/cure per- sonnel. These are developments which may negatively influence the image of health care. That image has been damaged already by the negative label- ing which has become rather customary over the past decades. Health care delivery is considered to be ineffective and inefficient, doctors’ incomes are assumed to be too high, hospital directors are said to have joined the ranks of overpaid managers from the business community, patients are treated like dirt, hospitals are assumed to be places where one dies very easily, patients’ safety is compromised, insurers charge their clients too much, supervisory boards do not act when necessary, et cetera: these are all expressions of distrust and suspicion regarding the performance of the medical profession in its broadest sense. Although each of these aspects of criticism may be true to some extent and in some cases, it is certainly unjust and unfair to generalize in this respect. Just as there are (in)effective and (in)efficient lawyers and industrial companies, so also there are (in)effective and (in)efficient individual health care providers and hospitals. Besides, if acute care in hospitals is so inefficient, how is it that figures for the period 1960–1980 show a decrease in the average length of stay of approximately 25% for countries like Finland, Germany, and the Netherlands? What is so ineffective if countries like Greece and Spain, over the same period, saw their investment expenditures on medical facilities increase well over 30-and 50-fold respectively-after these countries turned to democracy? What is so ineffective and inefficient about hospi- tal care which is increasingly being delivered through outpatient clinics and day care facilities instead of in hospitals?What about ineffectiveness and inefficiency in hospital care when, in the United States, almost half of all surgery took place on an outpatient basis by 1989, up from 16% in 1980? We do not declare a whole industry inefficient if one of its specific com- panies goes bankrupt.
Corporate Governance
Enterprise Governance and Enterprise Engineering
Book Chapter
Company scandals have recently placed the corporate governance theme strongly within the area of general interest. This chapter will sketch the underlying roots of the ultimate emergence of the ...corporate governance issue, also from a historic perspective. Important suggestions for corporate governance reform will be highlighted and commented upon. It will be argued that the suggested reforms are partly meaningful, and partly problematic: bureaucracy, high costs, questionable value, or even risky from a business point of view. Paradoxically enough, the financial/economic focus of corporate governance makes this approach unsuitable for addressing the intended interests of shareholders effectively. For that, the necessary wider perspective of enterprise governance will be argued. In view of this, the adequacy of the well-known COSO framework for corporate governance will be analyzed. Finally, we will discuss how corporate governance requirements (compliance) can be addressed effectively. This will illustrate that effectuating corporate governance must occur in the context of overall enterprise governance and enterprise design.
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