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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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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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Position of the general meeting of a limited liability company
Štěpánková, Kateřina ; Patěk, Daniel (advisor) ; Liška, Petr (referee)
- Position of the general meeting of a limited liability company This diploma thesis concentrates on the general meeting of a limited liability company and its position within the organizational structure of the company. The goal of the diploma thesis is to provide a basic overwiev of selected institutes and analyse the relationship between the general meeting and other company bodies. This most often concerns the statutory body and possibly also the supervisory board, as a whole, or their individual members. Individual chapters are chosen as to enable to illustrate the mutual arrangement of relationships on them. The thesis is divided into two basic parts. The first part considers how the general meeting can impact on other company bodies, or their members. That's why the first chapter deals with election and dismissal of a statutory representative, or a member of the supervisory board. It for example describes the concrete process, or the possibilities, which the general meeting has in this connection. The second chapter considers the contract of execution of office, which together with the regulation of rewarding of the body members has to be compulsorily approved by the general meeting itself, the reward, which can be granted by an internal regulation approved by the general meeting and other...
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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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Creation, termination and suspension of function of a member of a limited company body
Maslova, Darya ; Čech, Petr (advisor) ; Patěk, Daniel (referee)
Creation, termination and suspension of function of a member of a limited company body Abstract This thesis deals with the issues of creation, termination and suspension of function of a member of a limited company body and focuses on a relatively narrow aspect of the said topic related to the institute of codetermination in relation to the creation, termination and suspension of function of a member of a supervisory board of a joint stock company. Currently effective legislation contains significant gaps and it causes certain interpretation ambiguities and prevents the proper use of the institute of codetermination in practice. The present work is mainly aimed at identification of problem points and analysis of the most important controversial issues of the current legislation in the field of codetermination and aspires to their comprehensive solution. The work also takes into account the legislative changes effective from January 1, 2021 and evaluates their potential benefits regarding elimination of the identified shortcomings. The work is divided into four chapters. The first chapter contains the definition of the term codetermination and provides an overview of how this legal institution is regulated within the legal orders of selected foreign countries and at the European Union level. Following...
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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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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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Position of the general meeting of a limited liability company
Štěpánková, Kateřina ; Patěk, Daniel (advisor) ; Liška, Petr (referee)
- Position of the general meeting of a limited liability company This diploma thesis concentrates on the general meeting of a limited liability company and its position within the organizational structure of the company. The goal of the diploma thesis is to provide a basic overwiev of selected institutes and analyse the relationship between the general meeting and other company bodies. This most often concerns the statutory body and possibly also the supervisory board, as a whole, or their individual members. Individual chapters are chosen as to enable to illustrate the mutual arrangement of relationships on them. The thesis is divided into two basic parts. The first part considers how the general meeting can impact on other company bodies, or their members. That's why the first chapter deals with election and dismissal of a statutory representative, or a member of the supervisory board. It for example describes the concrete process, or the possibilities, which the general meeting has in this connection. The second chapter considers the contract of execution of office, which together with the regulation of rewarding of the body members has to be compulsorily approved by the general meeting itself, the reward, which can be granted by an internal regulation approved by the general meeting and other...
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Gender board diversity and its impact on firm performance in the Czech Republic
Černík, David ; Janský, Petr (advisor) ; Dvořáková Švejdová, Lenka (referee)
The purpose of this study is to examine the extent of gender inequality on boards of joint-stock companies and the relationship between gender diversity on board of directors and the return on assets in the Czech Republic. Using a panel data set of 204 Czech companies of various sizes over the years 2003 - 2011, we discovered that women are considerably underrepresented on corporate boards and that the gender board diversity has not significantly changed over the observed time period. The results of regression analysis showed a non-significant effect on return on assets for all our gender diversity measures, even after we accounted for endogeneity of the gender diversity variable in the form of fixed effects method and two-stage least squares estimator. Economic justification of potential legislation that should force the companies to appoint more women into board positions was therefore not found. Moreover, if companies account for underlying cost of implementing such measures, firm performance might be negatively affected in the short term. 1
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