Details

Subject(s)

• Corporate governance [Browse]

Issuing body

• Organisation for Economic Co-operation and Development [Browse]

Series

Corporate governance [More in this series]

Summary note

This publication provides an overview of the duties and responsibilities of boards in company groups across 45 jurisdictions. The introduction outlines the global landscape of company groups, their economic role and the principal challenges they present with respect to corporate governance polices. Part I develops a typology of legal and regulatory approaches that jurisdictions have taken to address these challenges. Part II highlights differences and commonalities across jurisdictions, especially as they relate to: how directors may take into account group interests; procedures for managing conflicts of interest; compensating losses incurred by a group company for the benefit of the group; transparency around group purposes and allocation of business opportunities; and allocation of responsibility for company policy and oversight between parent and subsidiary boards. Additional chapters offer case studies of recent and specific approaches to company group governance in Colombia, India, Israel and Korea.

Contents

• Intro
• Foreword
• Executive summary
• Approaches to the challenges of company group structures for directors and boards
• Observations and policy issues
• 1 Overview of the legal/regulatory framework with respect to the duties and responsibilities of boards in company groups
• Background
• Structure and content of the questionnaire
• responses
• structure of this report
• Introduction
• Prevalence of company groups
• Advantages and benefits of company groups
• Governance challenges presented by company groups
• Part I. A typology of approaches to the challenges of company group structures
• Classic fiduciary duties approach
• Special frameworks for companies in groups
• Squaring the circle? Rozenblum, other balancing approaches and self-regulation
• Self-regulation: Group protocols and group governance guidelines
• Part II. Differences and commonalities in legal/regulatory treatment of company group issues revealed by the questionnaire responses
• Definition of company groups and their members
• Limitations on permissible group structures (e.g., cross- and circular shareholding, limits on layering)
• Transparency of group structures and operations
• Ownership, voting rights, shareholder agreements and director shareholdings
• Group structures, governance policies and transparency of subsidiaries
• Relationship reporting
• special group reporting
• Composition, structure and functioning of boards and committees (and management)
• Independent directors
• Parent company board responsibility for oversight and governance of the group
• Audit and control environment
• Risk management and oversight
• Information flows within the company group
• Misuse of subsidiaries to avoid compliance with legal obligations of listed companies
• Liability of parent for obligations and actions of subsidiaries
• References
• Notes
• i. Questionnaire
• Background and purpose
• Scope of your answers and definitions
• What to include
• Questionnaire
• 2 Colombia case study
• National context
• Legal and regulatory developments covering company groups
• Legal definitions of a company group in Colombia
• Commercial law, control assumptions
• Law 1870 of 2017
• Financial Conglomerates Law
• Recent legal and regulatory developments covering company groups
• Colombian Code of Best Practices of Corporate Governance-Country Code
• Main elements and rationale for the current regulatory approach
• Intra-group transactions, guarantees and commitments
• Transparency, disclosure and the right to Information
• Disclosure of aspects of ownership and control
• Rights to information
• Requirements related to treatment of shareholders
• Recent case law developments

Show 55 more Contents items

ISBN

• 9264752080
• 9789264752085

OCLC

1158192657

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