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Board of directors as the statutory body of a bank
Rumlová, Alena ; Zahradníčková, Marie (referee)
BOARD OF DIRECTORS AS THE STATUTORY BODY OF A BANK Abstract This thesis focuses on the board of directors as the statutory body of a bank, and provides a comprehensive view on the Czech, EU and selected foreign legal regulation of this area, with an emphasis on the specifics of the legal regulation of a bank's board of directors and the legal requirements imposed on its members, in comparison with the legal regulation of the boards of directors of other, "regular" Czech joint stock companies, i.e. joint stock companies not subjected to banking regulation and supervision of the Czech National Bank. The first chapter contains an overview of the relevant legal regulations and other sources - its aim is to provide an overview of the sources referred to herein together with a brief analysis of the binding nature of selected sources so that the reader gets an opportunity to better orientate themselves in the complicated area of banking regulation. The second chapter deals with the internal organisation of a bank as a joint stock company and other relating requirements imposed by the regulator on banks as so- called special business corporations, with an emphasis on the specific requirements in relation to the board of directors. In the third chapter, the focus shifts on the board of directors as a bank's...
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Corporate governance and M&A effectiveness
Akmatalieva, Chinara ; Gregor, Martin (advisor) ; Novák, Jiří (referee)
This master thesis analyzes the transactions of merger and acquisition for three European countries as Germany, Netherlands and Austria with developed economies and how they are affected by corporate governance in the companies. In order to address, it collects 41 deals from 426 chosen transactions from the 1st of January 2010 to 31st of December 2019. Using method of event study with data from stock market it was examined the cumulative abnormal return on the shares of the acquiring company. Based on the results of the study, the optimum number of directors on the board, the board independence ratio and the length of the CEO's tenure have a positive relation to the effectiveness of mergers and acquisitions at the current level of corporate governance. In addition, guided by this research, it is possible to improve the mechanism of corporate governance in order to increase efficiency of mergers and acquisitions in Europe. Furthermore, an empirical model with cumulative abnormal return calculation tend to explain the impact of board structure, the number of independent members and the tenure of chief executive officer on mergers and acquisitions performance. JEL Classification C8, G3, G30, G34, M20 Keywords corporate governance, mergers and acquisitions, event study, agency theory, board of...
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Remuneration of members of governing bodies of joint-stock companies
Peterka, Jiří ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
1 Abstract Remuneration of members of governing bodies of joint-stock companies Remuneration of members of governing bodies of joint-stock companies is very topical. The aim of this thesis is to analyse the topic and its fundamental aspects, to compare legislation before and after the re-codification of Czech private law and to compare Czech and British law relating to remuneration. The first chapter defines the basic terms, aims and methodology of this thesis and describes relevant economic concepts (e.g. principal-agent problem, fragmentation of ownership of joint stock companies). The second chapter focuses on the issue of concurrent engagement as a director and as an employee of the company. This issue had been object of legal uncertainty in the past. The third chapter focuses on entitlement to remuneration. After the re-codification, the director is not entitled to remuneration unless otherwise stipulated by the parties. The right to be remunerated can be based on a service contract, internal directive or a resolution of the company. In certain cases, the member can be entitled to remuneration at the prevalent market rate. This is being compared in the thesis to the British regulation where decision-making about remuneration may be entrusted to the board of directors itself. On the other hand, 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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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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A monistic organizational structure of a joint-stock company under the Business Corporations Act in comparison with the French regulation
Koudelková, Zuzana ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The aim of the thesis is to characterize the new monistic system of corporate governance of the joint-stock company introduced by the Business Corporations Act and compare it with the french classical system. The scope of the research is focused mainly on the analysis of the basic interpretative problems that arise within the new legislation and the main differencies and similarities of the czech and french monistic systems. The thesis is composed of three chapters, first of them mainly defining the theoretical differentiation of the monistic and dualistic system of corporate governance. The Chapter Two is the most important part because it examines the pitfalls of the relevant Czech legislaslation on the monistic system. The Board of directors and the Statutory director are the main bodies set up within this system. This chapter is oriented mainly on the possible difficulties that may arise from the varied interpretations of the law caused by the application of the analogy in connection to the Supervisory board and the Board of directors of the dualistic system. The Subchapter 2.5 deals with the Board of directors as the basic controlling and executive body which is co- responsible for the business management of the join-stock company. The scope of the authority of the Statutory director and the...
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The monistic structure of a Czech joint-stock company after recodification of private law
Kroupa, Petr ; Černá, Stanislava (advisor) ; Zahradníčková, Marie (referee)
The monistic structure of a Czech joint-stock company after recodification of private law This thesis deals with a regulation of the monistic structure of a Czech joint-stock company, which has been introduced by the Business Corporations Act as a part of the recodification of private law. The aim of the thesis is to identify the basic problems of interpretation of the regulation, summarize possible variants of interpretation and present specific solutions. The thesis is divided into four parts. At the beginning of the first section the basic grounds of corporate governance explaining the internal operation of a business corporation are described. Further in this section the two basic organizational models of a joint-stock company are introduced and characterized, the monistic model with the Board of Directors and the dualistic model with the Executive Board and the Supervisory Board. This part also includes the comparison of selected foreign models. The second part focuses on the basic issues of regulation of the monistic structure in the Business Corporations Act. The definition of the monistic system, arrangement of the regulation and the issue of cogency of the provisions concerning the organization of a company are analysed here. The core of the thesis is the third part, which describes the...
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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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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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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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