Boards of Directors in European Companies: Reshaping and Harmonising their Organisation and Duties

Description:

The recent financial crisis has once again stressed the importance of good corporate governance and corporate social responsibility in building trust in the European internal market. It has given rise to a discussion of whether a number of issues should be addressed through regulation or soft law at EU level. These issues relate in particular to the duties of directors in European companies as well as how the board of directors is composed and structured.

Drawing attention first to duties of directors and then to the organisation of the board, this appropriately timed analysis takes stock of the status of the initiatives that have been debated so far, examines whether the rules which have been adopted form a coherent system, and suggests ways in which these initiatives affect national law. Topics covered include the following:

directors’ conflicts of interest;

rules on shareholder transparency;
duty to promote active ownership;
whether it is possible to find a balance between corporate enterprise and risk control;
integration of environmental and social concerns in the decision-making of the company;
the board’s role as a monitor of management;
overcoming managerial deficiencies;
the concept of independent directors;
independence from a controlling shareholder;
nomination of board members;
disqualification of directors; and
directors duties in groups of companies.

For policy makers, academics, practitioners and others committed to creating conditions favourable to sustainable growth, and responsible business behaviour, this book is an ideal starting point for investigation and action.

Table of contents:

1. Introduction; H. Birkmose, M. Neville K. Engsig Sørensen.

Part I. Duties of Directors.
2. Mapping Directors’ Duties: Strategies and Trends in the EU; C. Gerner-Beuerle, E.-P. Schuster.
3. Directors’ Conflicts of Interest: A Contribution to European Convergence; P. Krüger Andersen, D. Kristensen Balshøj.
4. Directors’ Duties in Groups of Companies: Legalizing the Interest of Group at the European Level; P.-H. Conac.
5. Directors’ Duties to Engage Shareholders; H. S. Birkmose.
6. The Risk Management Duties of the Board of Directors; C. van der Elst.
7. Directors’ Duties and Corporate Social Responsibility (CSR); B. Sjåfjell, L. Anker-Sørensen.
8. Boards in SMEs: Do They Enhance Good Governance? M. Neville.

Part II. Organization of the Board of Directors.
9. Independent Directors: After the Crisis; W.-G. Ringe.
10. Active Owners and Accountable Directors; J. Lau Hansen. 11. Nomination of Members for the Board of Directors: A Swedish Version of Wag the Dog? J. Andersson.
12. The Europewide Movement towards a Gender Quota at Board Level; C. Teichmann, C. Langes.
13. Understanding the Role of the Board of Directors: What Is the Right Balance Between Managerial Oversight and Value Creation? J. A. McCahery, E. P.M. Vermeulen, M. Hisatake.
14. Disqualifying Directors in the EU; K. Engsig Sørensen.
15. An Overview of the Executive Remuneration Issue Across the Crisis; G. Ferrarini, M.-C. Ungureanu.
Bibliography.