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Duty of due managerial care of member of an elective body of a limited company and consequences of its violation
Čopáková, Tereza ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
Duty of due managerial care of member of an elective body of a limited company and consequences of its violation The purpose of my thesis is to analyze duty of due managerial care (hereinafter as "duty of care") of a member of an elective body of a limited company according to new legislation, which became effective in January 2014. Duty of care consist of several indefinite aspects and my aim is to define them and set boundaries in which person as a member of an elective body shall operate during performing his duties. Thesis refers to doctrinal view on this topic, offers solutions based on relevant jurisdiction and looks at consequences of violating duty of care. The thesis is composed of six followed-up chapters. Chapter One is introductory, defines basic terminology and consists of defining persons, who shall follow the rules of duty of care and consideration of liability in case of distribution of competences in collegiate body. Chapter also deals with issue brought to Czech law with integrating a monistic structure of stock company. This passage comes to conclusion that duty of care belongs to statutory director in the event of violating guidelines made by board of directors. Chapter Two is subdivided into two parts, each describing aspects of duty of care. Firstly it describes duty of loyalty...
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An analysis of some economic and legal aspects of governance of Central European joint-stock companies
Pustówka, Tomasz ; Urban, Jan (advisor) ; Hraba, Zdeněk (referee)
The Analysis of Some Economic and Legal Aspects of Corporate Governance of Central European Corporations There are three main goals of the thesis: 1) To identify the biggest economic risks of present Czech corporate governance 3) to recommend appropriate measures how to regulate corporate governance of publicly owned companies 2) to consider the question how appropriate it is to regulate corporate governance by hard law rules or when soft law rules could be appropriate enough. The thesis is divided into two parts - the theoretical part and the practical one. The theoretical part is subdivided into four chapters. The first contains a general introduction to the corporate governance, the second includes a description of the system of corporate governance regulation, the next one is dedicated to financial crisis impact on the corporate governance regulation, and the final chapter deals with the comparison of Polish and Czech law regulation of corporate governance in publicly owned companies. The practical part consists of three case studies. The first case study analysis the main findings of the report, which was worked out as a result of the independent audit of supervisory boards in publicly owned companies. The second case study examines the corporate governance system of state-owned companies PKN...
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Relationships between Corporate Governance and Firm Performance: Effects on Czech Export Oriented and Financial Industries
Habiňák, Ladislav ; Princ, Michael (advisor) ; Jašová, Martina (referee)
The thesis describes effects of corporate governance on firm performance and managerial income of firms from sectors important for Czech GDP: financial sector and export-oriented manufacturing industries. Added value of the work comes mostly from the fact that it concerns Czech firms and especially that it studies the two sectors using econometric method as well as it compares them on graphs and tables. There are two main topics for hypotheses testing. Firstly, the thesis investigates effects on firm performance, measured by proxy variable return on equity, by sizes of executive boards and firms. Secondly, the effects of performance as well as companies and boards sizes on managerial income are studied.
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Due care and professional managemet
Matějka, Lukáš ; Borkovec, Aleš (advisor) ; Hraba, Zdeněk (referee)
This thesis is dealing with problems connected with the term The care of proper manager, that forms the basic requirement of quality of work margin in czech companies. The content is divided into nine chapters. The first chapter brings an introduction into the dilemma. It is stated here why have I chosen this topic, why do I consider this topic to be important and I am laying down the aims of my thesis. In the end, there are mentioned the methods which has been used while writting this thesis. The second chapter, the most extensive one, is focused on Proper manager' s care as a term. It is trying to define, describe and file this term legislatively; not only in terms of company law, but also in the scope of other legal enactments. Then the work focuses on subjects on which is laid the duty of conducting issues with Proper manager's care. Then there is mentioned the historical evolution of this term. In, according to my opinion, the most important part of this thesis; the term Proper manager's care is determined in comparison with the terms Appropriate care and Professional care. All these terms are later assigned to certain models of formulation of requirement of quality of work margin. The third chapter is dedicated to the issues of breaking of the proper manager's care and to the consequences of...
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Monistic organizational structure of a Czech joint-stock company after recodification of private law
Chlup, Marek ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Monistic organisational structure of a Czech joint-stock company after recodification of private law. This thesis deals with the monistic organisational structure in Czech legal system. The possibility of choosing the one-tier system was given to the Czech joint-stock companies thanks to recodification of private law, under which, effective as at 1. 1. 2014, was adopted The Business Corporation Act. However, implementation of this obligatory option was not without difficulties. The legislator had chosen inconvenient solution when, unlike in the foreign jurisdiction, there are obligatory constituted two organs. Such a conception, based on links on the dualistic system, creates many interpretation difficulties. In the beginning of this thesis, I introduce internal organisational structures in the view of broader framework of corporate governance. Further, I characterize various organisational structures, classify them and point out their differences. The main focus is on the third chapter. First, I describe the development of the Czech legislation until present state. Flowingly, I characterize the Czech one-tier system, and then I analyse the organs that are in monistic organisational structure constituted. Special attention was requested by the board of directors and statutory directors. The largest...
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Specificity of the Anglo-Saxon and continental understanding of corporate governance
Balounová, Hana ; Borkovec, Aleš (advisor) ; Hraba, Zdeněk (referee)
The specificity of the anglo-saxon and continental understanding of corporate governance The goal of my thesis is to characterise specifics of anglo-saxon and continental corporporate governance with regard to the different historic background, capital markets` development degree, theoretical issues, shareholder structure, methods of investment funding and the organizational structure models in both of these legal cultures. The scope of the research is focused only on comparison of two systems and concepts of the corporate governance rather than overall description and analysis of its every single aspect. Second part of this paper is dedicated to the takeover bids issue, as one of the external aspects of corporate governance. Subchapter 1.1 is introductory and endeavours to define the concept of corporate governance. Subchapter 1.2 examines the history and first ocuurence of the corporate governance issues that is very closely connected to the so called "separation of ownership and control" phenomenon. As far as the relationship between shareholders and management of the company is concerned, subchapter 1.3 deals with the agency problem in relation with its costs. The comparison of shareholder structure and company funding method is the core question of the subchapter 1.4. Following part describes...
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Financial market regulation and role of compliance in the Czech Republic
Panocha, Tomáš ; Kotáb, Petr (advisor) ; Vybíral, Roman (referee)
1 Abstract Financial market regulation and tole of compliance function in the Czech Republic The topic of this diploma thesis is the evaluation of the current legislative regulation of financial markets in the Czech Republic, the principles of their regulation and related supervision. The next part of the work is devoted to the complex characteristics of the compliance function and the concept of corporate governance inextricably linked with it. The subject of the compliance function is comprehensively analysed in the work to define its scope and the regulations by which it is defined. Although the compliance function is present in many areas of business activities, this work is focused primarily on financial markets and specifically on banking. The first part of the thesis describes the characteristics of financial markets, the need for their regulation and supervision. The second part contains an analysis of legislative and non-legislative regulation of financial markets, both at the national, international and European Union level. Special attention is paid to the CNB and its efforts to mediate legal binding for non-legislative acts and the associated analysis of their enforceability. The third part of the thesis defines the content and activities of the compliance and corporate governance functions,...
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Cause Related Marketing in relationship to the public sector
Jurásková, Radka ; Háva, Petr (advisor) ; Mašková, Pavla (referee)
Diploma thesis "Cause Related Marketing in relationship to the public sector" deals with new phenomenon in area of marketing of companies, which is based on connection of business and public welfare activity. This type of marketing teaches big companies how to be responsible to social issues in certain country and society, how not to be indolent to minorities, interest groups, diseases and to other aspects of social need. Cause Related Marketing asserts on the base of connection of private and non-state non-profit sector by profiting on both of them. Company can on its base differ from competition and enhance the sale of their goods and services. For non-profit organizations it can be the contributions seen from new financial sources and in promoting their cause, which they are trying to solve. Otherwise, Cause Related Marketing is connected with concrete risks and the intervention of private sector into the public sector that can bring problems with definition of public interest. Then in consequence problems with selection of actual public and social issues to solve. Thanks to Cause Related Marketing grows the influence of corporations on the national state policies, what brings higher pressure on political decision-making sphere as a result of expectation of companies that this sphere will decide...
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