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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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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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Selected legal issues of corporate governance in the Czech Republic
Filip, Václav
The thesis is divided into several parts. The first part contains categorization of corporate governance systems and their fundamental characteristics. Author divides them according to criteria of the ownership structure and organizational structure and considers the influence of the corporate governance system to the protection of shareholders and the value of their shares. In the next part identifies three basic types of agency problems and discusses market and legal instruments that might reduce these problems. In conclusion, this chapter deals with the modern trend of regulation of quoted companies that are codices of corporate governance. The third, fourth and fifth part are the key parts with respect to analysis of domestic legal regulation. In the third part is the main focus given to the legal regulation of providing information to investors and shareholders. The field of transparency of joint-stock companies is the mostly regulated part by the European law regulation that was massively changed and lead to the strong modification of local laws regulation of new member states of the European Union including the Czech Republic as well as the developed founding members. In the fourth part is analyzed organizational structure of the quoted company with respect to the distribution of the powers between...
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Monistic structure of joint-stock company
Langerová, Lucie ; Čech, Petr (referee)
Monistic structure of joint-stock company This thesis is concerned with monistic structure of joint-stock company in the Czech Republic. It seeks to characterize the legislation relating to this legal institute, which is quite new in the Czech legal system. To be able to evaluate this legislation, the thesis provides the reader with a broader range of information concerning this topic. Therefore, on the basis of these pieces of information, the thesis analyzes the Czech legislation in force that regulates monistic structure of companies. The aim of the text is to provide different views on this issue, various interpretations and proposals on the future development of this legislation. First the thesis gives general information on corporate governance systems, i. e. a monistic structure and a dualistic one, which are subsequently compared. Remaining part of the thesis deals with the structure chosen as a topic for this text. Second part is concerned with regulations of monistic structure in foreign countries and their legal systems. The purpose is to outline basic aspects of traditional monistic structures - monistic structures in countries that have influenced the form of this type of corporate governance system the most. As the monistic system of corporate governance is spread out especially in the...
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One-tier structure of a joint stock company from the perspective of the prepared amendment to the Business Corporations Act
Čížková, Lenka ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
One-tier structure of a joint-stock company from the perspective of the prepared amendment to the Business Corporations Act Abstract This thesis analyses internal functioning of one-tier joint-stock companies, particularly from the perspective of the amendment to the Business Corporations Act, which will come into force in the beginning of the following year. First part of thesis offers comparative analysis of worldwide one-tier joint-stock company legislation, especially in American states, and in English and Italian law. The first two legislations of the above represent one-tier system in its traditional form and the development, that this system has undergone. Comparation with Italian legislation serves as an example of a legal system, in which one-tier model, as in Czechia, falls behind other model of governance of a joint-stock companies. Second part concerns the current legislation of a one-tier joint-stock companies in Czech corporate law, with emphasis to ambiguities in interpretation and application, which originate mainly in duality of elected bodies and conciseness of a special regulation, which was replaced by legislator with a reference to two-tier system. Third, essential part of this thesis analyses Czech legislation in the light of the Act No 33/2020 Coll., which significantly amends the...
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One-tier organisational structure of Czech joint-stock companies and British public limited companies
Václavíková, Radka ; Černá, Stanislava (advisor) ; Tomášek, Petr (referee)
1 One-tier organisational structure of Czech joint-stock companies and British public limited companies Abstract This thesis deals with selected issues of one-tier board structure of a joint-stock company in the Czech and British legislation. The emphasis is placed on the position and regulation of the Board of directors, its members, shareholders, and their mutual relationship. Not only has the present legal regulation been monitored, but also its historical roots, which significantly influenced the evolution of the institute and its present form. The first chapter deals with corporate governance. It includes all aspects and theories, which as a whole have completed the position of a shareholder as well as a joint-stock company itself. Moreover, diffuse and concentrated ownership is explained, as well as separation of ownership of the company from its management, and the related "principal"-"agent" problem. Also, the basic characteristics of Anglo-Saxon and continental approach to the law have been reflected. The second chapter describes and clarifies the essence and the form of one-tier board structure as it is regulated in the UK. A remarkable element of British company law is the extent to which the company's internal affairs are left to its shareholders through the company's articles of association....
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Community foundations and their specifics
Procházková, Jitka ; Pospíšilová, Tereza (advisor) ; Benyovszky, Selma (referee)
Today, community foundations undoubtedly play a significant role in building community philanthropy and strengthening civil society through civic engagement. They are unique by their specific connection to the community, ie. to a particular geographically defined area, where this foundation financially supports activities, events, individuals or groups in the form of grants. These grants provide from a collection of donated funds from many donors and the impact on the community is that it addresses its diverse problems and needs. Thanks to this collection and the endowment can address these needs in the long run. In the submitted diploma thesis, is based on analysis of professional literature, the specifics of community foundations are derived and based on the analysis of the documents of the foundations, it is shown how many Czech community foundations correspond to this ideal. Keywords: Community, foundations, community foundations, community philanthropy, social capital, board of directors, community foundation history, foundation growth, specifics of community foundations
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The role of Governing Board under Czech legal regulation and the role of Board of Directors under English law
Kandráč, Michal ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The role of Governing Board under Czech legal regulation and the role of Board of Directors under English law This Diploma Thesis deals with the position and role of Governing Bodies of joint-stock companies under Czech and English law. In the first part, the author sets theoretical and economical reasons behind the management of a joint-stock company via Governing Body by way of descriptive and explanatory method, and concludes, that a Governing Body should be an instrument which mitigates the agency costs and provides for a flexibile system of governance. In the second part of the Thesis, the author deals with structure, position and role of a Governing Board and related interpretation problems of Czech regulation by way of description, analysis and synthesis. The author summarises the second part with a definition of czech Governing Board as a sui generis body with supervisory and managerial powers, whose position stands somewhere between Managing Board and Supervisory Board. The third part of the Thesis makes an excursion into English law through descriptive, analytic and synthetic method, where the author deals with history, structure, position and role of a Board of Directors as an english counterpart of czech Governing Board. The author defines Board of Directors through historical and...
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Diversity in composition of supervisory boards
Vrbíková, Barbora ; Josková, Lucie (advisor) ; Čech, Petr (referee)
in English Diversity in Composition of Supervisory Boards This paper focuses on analysing the current situation of composition of board of directors in Europe as well as in the United States with the emphasis on supervisory boards in the dualistic model and the non-executive members of boards in the monistic model. It is aimed on one hand at evaluating the business case for diversity as its proponents including the European Commission and several European governments present it, on the other at judging diversity from the critical point of view of its opponents. Lastly, this paper presents different approaches that may be taken to this topic, i.e. the measures that can be engaged in order to achieve higher diversity. In the beginning I shortly summarise the nature and function of the supervisory board under Czech law as well as the general status of supervisory board or the non-executive part of board of directors in both corporate governance systems. I then scrutinise the approaches to diversity in Europe and the USA and look at the different criteria of diversity considered. The centre of this work comprises of evaluating both the advantages and benefits of diversity on one hand and disadvantages and costs on the other. It is particularly this part of the analysis that is crucial to both...
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