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Remuneration of members of governing bodies of joint-stock companies
Vlček, Karel ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Remuneration of members of governing bodies of joint-stock companies The topic of this diploma thesis is the remuneration of members of the governing bodies of joint-stock companies under the Czech Business Corporations Act. Taking into consideration the tradition in the Czech Republic, I focused on joint-stock companies with the dualistic board system comprising of board of directors and supervisory board. This thesis mainly deals with the questions regarding the mandatory agreement on remuneration in the contract on performance of the office, the role of the general meeting and the new institute of subsidiary gratuitous office performance. In total, this thesis comprises of the introduction, six chapters, and the conclusion. The introduction is followed by the definition of basic terms, especially the definition of board member remuneration. The second chapter briefly introduces the corporate governance and focuses on the remuneration as a corporate governance instrument, which should contribute to the resolution of the agency problem between the shareholders and the management. The third chapter outlines the statutory regulation of remuneration within the contract on performance of the office and especially deals with the possibility of the agreement on remuneration outside the contract on performance of...
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Remuneration of members of governing bodies of joint stock companies from a comparative perspective
Komora, Matej ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Remuneration of members of the governing bodies of joint stock companies from a comparative perspective The purpose of this thesis is to analyze the law regarding remuneration of members of the governing bodies of joint stock companies in comparative perpective. This thesis deals with comparison of Czech and English jurisdiction. The topic is a highly relevant with regard to events of financial crisis 2008. The thesis primarily devotes its attention to the law contained in the Act on Business Corporation however it also takes into account the Commercial Code. Introductory part of the thesis outlines theoretical background of remuneration. It is followed by chapter describing concept of remuneration and introducing specific types of remuneration. Third part analyzes Czech law on remuneration of boards of directors contained in Act on Business Corporations and it is divided according individual titles that give rise to right on remuneration. In the last part of the thesis author describes English company law. Key words: remuneration, board of directors, comparison
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Business management
Vrbková, Andrea ; Eichlerová, Kateřina (advisor) ; Josková, Lucie (referee)
- 1 - Abstract Business management The purpose of this thesis is to analyze selected aspects of business management with an emphasis on the legal regulation of instructions given by a general meeting, including instructions on request. The thesis also deals with specifics of business management in a monistic system of management of a stock corporation or in a group of companies. The thesis is divided into four chapters; each of them is closed with a partial summary which informs briefly about the topic being discussed and the resulting conclusions. The introductory chapter focuses on a management board of the stock corporation as a body which has an exclusive competence in business management and it defines the concept of business management and its limits in a decision-making process within the stock corporation. Chapter two deals with internal and external powers of the management board and it shows their mutual coherence and the resulting impacts on business management. Chapter three describes the internal organization of management of the stock corporation. Firstly, the decision-making process of the management board as a collective body is analyzed according to the Civil Code, s. 156 and, subsequently, the rules of delegation of powers are being discussed as drafted in the Business Corporations Act....
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Primary and secondary liability of members of the Board of Directors against third persons
Boguský, Pavel ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
Primary and secondary liability of members of the Board of Directors against third persons The aim of my thesis is to analyse thoroughly the regulation of primary and secondary liability of members of the Board of Directors against third persons (so-called 'outside liability') under the laws of the Czech Republic. The reason for choosing this topic is that it is relatively overlooked by most of the authors since they primarily focus on liability of the Directors against their own company (so-called 'inside liability'). By conducting my research I intend to redress such an omission and prove the significance of this issue. Chapter one provides a general overview of the inside liability issue. It explains why the Directors are in discharging their duties primarily accountable to the company for the damage caused by a breach of their duties and why third persons are entitled to claim damages from the Directors only in cases laid down in special statutory provisions. Chapter two together with chapter three form a substantial part of the text and provide the basis for the analysis in the subsequent chapters. Examining the currently effective regulation, these chapters deal with special provisions which constitute direct liability of the Directors for the damage caused to the third persons (most...
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The Bodies of Cooperative
ŠOCHMANOVÁ, Šárka
The cooperative is a community of an unclosed number of persons that is established for the purpose of mutual support among its members or third parties, or for business purposes. The cooperative is now regulated in the New Civil Code and the Business Corporations Act, which came into force on January 1, 2014. The New Civil Code and the Business Corporations Act have brought many changes in this section. The aim of work is to highlight them. Futhermore, the introduction of social cooperatives and housing cooperatives, especially their governing bodies. The bodies of cooperative include assembly, board and control committee. Next to these, every cooperative may establish optional bodies. The basis for practical research is the study of scientific literature and relevant legislation. The research work focuses on the comparison of the Code of rules of selected agricultural cooperatives from the South Bohemia region using a questionnaire. The main points of practical research and his results are next, the cooperatives still constitute an indivisible fund or other reserve fund for case of extraordinary expenses or for cover the loss. The new increased responsibility didn't force the cooperatives to change number or structure of members of the board because they solved that with the professional liability insurance.
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Remuneration of members of the governing bodies of joint stock companies
Zahradníček, Jaroslav ; Černá, Stanislava (advisor) ; Horáček, Tomáš (referee)
1 Abstract Remuneration of members of the governing bodies of joint stock companies The goal of this thesis is to analyze the law regarding remuneration of members of the governing bodies of joint stock companies. The topic is a timely one, since high bonuses were one of the causes of the financial crisis. The thesis primarily devotes its attention to the law contained in the Commercial Code. The amendments to the Act on Business on the Capital Market are also mentioned. The recommendations of the European Commission and Directive of the European Parliament and Council are then subjected to analysis. Basic issues are addressed in the introduction to the thesis. The governing body of a joint stock company is the Board of Directors and deciding on its remuneration falls within the competence of the General Meeting. Frequently members of the Board of Directors also hold concurrent office in the company as employees. The difference between claimable and non-claimable bonuses and fixed and variable bonuses is explained. A member of the Board of Directors is in principle entitled to at least the usual bonus for performing his or her office according to the average use of the mandate contract. If the parties so agree or the law so stipulates, performance of the office is not paid. The actual declaration of the...
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Primary and secondary liability of members of the board of directors against third persons
Mirčevský, Tomáš ; Černá, Stanislava (advisor) ; Patěk, Daniel (referee)
The purpose of my Thesis is an analysis of primary and secondary liability of Members of the Board of directors agains third persons especially against creditors. The main aim of the Thesis is to provide a comprehensive explanation of how the law enshrined in the creditors'pursuit of their rights directly to the members of the Board compared with the international rules. The thesis is composed of tree chapters. Chapter one is a general introduction to an organization, functions, duties and responsibilities of a joint-stock company.The chapter is subdivided into three parts. Part one describes generaly the Board of directors and focuses on its nature, actions, as well as on the casting of its members, on the membership itself and the relationship between the company and its members.The part two targets the rights and obligations related to executing the function given. Part tree pays attention to the responsibility and lability of Members of Board to joint-stock company. Chapter two examines relevant Czech legislation of legal personal lability of Members of the Board, who took part in establishment and managment of the legal entity. This chapter, too, consists of tree parts. Part one deals with individual regulations of the personal liability of Members of the Board. Part two elaborates on the...
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Joint-Stock Company's Board of Directors and Supervisory Board Remuneration
Kvačková, Riana ; Liška, Petr (referee) ; Horáček, Vít (referee)
This thesis deals with the Czech legal regulation of joint-stock company's board of directors and supervisory board remuneration system. The conditions of the rise of right to remuneration, its payment and even the cases of unpaid discharge of office are defined. Furthermore, the international recommendations, future Czech legal regulation in the compensation area and recent legal changes in financial sector are covered.
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The Board of Directors in a joint-stock company and the position of its members
Bukovská, Kateřina ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
BOARD OF DIRECTORS OF THE JOINT-STOCK COMPANY AND STATUS OF ITS MEMBERS The goal of my study is to analyse the joint-stock company, in particular the board of directors and their main duties and responsibilities. The reason for my research is my interest in company law and engaging topics related to the joint-stock company I have questioned while studying the matter. The thesis is composed of six chapters, each of them dealing with different aspects of a board of directors of joint-stock company. Chapter One is introductory and defines theoretical grounds. The chapter is subdivided into two parts. The first part outlines basic terminology used in the paper and explains the organisational structure of a joint-stock company. The second part deals with statutory models of a joint-stock company. Chapter Two describes the historical evolution of the joint-stock company. Primarily, it explains the predecessors of the joint-stock company followed by origins and development of current legal forms of joint-stock companies. Chapter Three is subdivided into three parts and focuses on legal aspects of dualistic and monistic model of governance. Part One examines the dualistic type, part Two the monistic and the last part reviews European Company. Chapter Four illustrates problems resulting from competency of...
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Position of members of the board of directors in a joint-stock company
Polášková, Eva ; Kříž, Radim (advisor) ; Hásová, Jiřina (referee)
My master thesis deals with the position of members of the board of directors in a joint-stock company. The focus of this thesis is to deliver a complete overview of information on members of the board of directors of a joint-stock company and other aspects related to the performance of this function. The entire thesis is divided into six chapters, where the first chapter deals with the board of directors and its role in a company. Followed by a chapter on a sole fuctioning of a member of the board of directors. Subsequently the thesis deals with the agreement on performance, which steadily continues in the definition of rights and duties of members of the board of directors. Significant part of this work is dedicated to the sphere of action of the board of directors and the responsibility of its members.
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