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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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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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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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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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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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Business management
Králik, Dominik ; Eichlerová, Kateřina (advisor) ; Liška, Petr (referee)
The objective of this thesis is a business management of a Czech capital company. The purpose is to give a definition or prevailing characteristic of business management and to point out the problems of interpretation, analyse them and outline possible solutions. The thesis is divided into six chapters, each of them is divided into subchapters and where necessary also into parts. Each chapter ends with a short summary. The first chapter focuses on giving a definition of term business management. Many characteristics of this terms are given from judicial decisions of Supreme Court of Czech Republic. It is needed to distinguish business management from strategic decisions, decisions with low importance and acting on behalf of a company, although this may in some cases follow the decisions about business management. Second chapter discuss about historical terms using instead of business management. The third chapter deals with organizational structure of limited liability company and joint-stock company. In joint-stock company executive board solve questions about business management. In limited liability company have a duty to make decisions about business management directors. The monistic structure of joint-stock company is described and analysed in last chapter. The fourth chapter covers...
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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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