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The legal status of CEOs in the corporate governance of Czech and foreign joint stock companies
Ryšina, Petr ; Hurychová, Klára (advisor) ; Pelikán, Robert (referee)
The Legal Status of CEOs in the Corporate Governance of Czech and Foreign Joint Stock Companies Abstract CEOs play a crucial role in corporate governance, and understanding their legal status is fundamental to board organisation practices. This thesis aims to map the question of the legal status of CEOs, with a focus on regulatory approaches to CEOs and chairpersons of the board in different regions. The research established two main approaches to regulating CEO's legal status. On the one hand, the approach of Anglo-American countries is presented in this thesis by two main representatives - the UK and the USA. The common board organisational model is a unitary board model for which it is typical to combine management and supervisory powers in the board of directors. This is also reflected in the legal status of the CEO, as one of the main issues addressed is the CEO and chairperson duality and its consequences on corporate governance. On the other hand, the different approach taken by the countries in Continental Europe is analysed. Germany and Austria are introduced as countries known for a compulsory two-tier board model. In contrast to the Anglo-American world, the position of the CEO is not embedded in the countries of Continental Europe. The problem of CEO and chairperson duality is not present...
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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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'Stakeholder value' as a new phenomenon of company law
Kadeřábková, Hana ; Pelikán, Robert (advisor) ; Zahradníčková, Marie (referee)
99 'Stakeholder value' as a new phenomenon of company law Abstract The thesis deals with "stakeholder value" as one of the approaches to corporate governance. The primary aim of the thesis is to provide a description of the stakeholder value approach and to describe its position in (in particular) the Czech company law de lege lata; the secondary aim is to reflect on the possible legal regulation de lege ferenda and notice of problematic points of legislation in relation with the stakeholder value concept. Another goal is to clarify through the empirical research the position of the stakeholder value and some other concepts related to this phenomenon in the Czech Republic. The thesis is divided into seven chapters. It begins by introducing the concept of "stakeholder value" as one of the corporate governance models, pursuing as one of the goals of a buisness company to satisfy interests of a wide range of stakeholders, i.e. constituencies tied to a business corporation in a certain way. Following is a theoretical introduction to corporate governance. The second chapter deals with the shareholder value model, contrasted with the stakeholder value approach, with an emphasis on taking into account solely the interests of shareholders. The third chapter is devoted to the so-called enlightened shareholder value...
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Catholic Religion, Corporate Governance, and Executive Compensation
Šarapatka, Jan ; Novák, Jiří (advisor) ; Žigraiová, Diana (referee)
I find a significant positive compensation premium for executives employed by firms headquartered in Catholic counties. I document that the compensation premium holds only for board member executives and that it is related to weaker corporate governance in Catholic regions. In addition, I explore several corporate governance measures and reveal that weaker corporate governance is a result of more developed connection networks among executives in Catholic regions. I document that even though a denser executive's social network is associated with worse operating performance, it enables the executive to reach higher pay. Therefore, I suggest that executives in Catholic regions are using their more developed social networks and weaker corporate governance to extract additional rents from the firm. My findings are consistent with a larger development of social ties in more community-focused Catholic regions than in more individualistic Protestant regions. I contribute by showing how religion deters efficiency of the top executive labor market through social ties.
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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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Corporate Governance, accounting, legal and auditing principles
Blahouš, Lukáš ; Králíček, Vladimír (advisor) ; Molín, Jan (referee)
The thesis deals with the main principles of Corporate Governance. It focuses on the most important legal regulations and codes in this area, on the role of external and internal audit in Corporate Governance, as well as on its connection with accounting standards. Two basic models are described -- Anglo-American and Continental European model. These models are compared particularly in terms of ownership control, board structure and investor protection. After that, the situation in the Czech Republic is analysed. Finally, the information disclosed in annual reports of corporations from four countries are examined and compared
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Internal Audit and Risk Management
Luzumová, Martina ; Králíček, Vladimír (advisor) ; Dohnal, Martin (referee)
The goal of the thesis Internal Audit and Risk Management is to analyze Internal Audit in the selected company, to form the process for implementation of Risk Management System and to evaluate software solutions for Internal Audit and Risk Management in the company. The thesis is focused first on the historical development and the Standards for Internal Audit and Risk Management and on the interdependence of these disciplines with Corporate Governance. In the practical part is analyzed Internal Audit and Risk Management function and there are outlined possibilities of the software solutions in the company.
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