Duties And Responsibilities Of Boards In Company Groups

This publication provides an overview of the duties and responsibilities of boards in company groups across 45 jurisdictions. The introduction outlines the global landscape of company groups, their economic role and the principal challenges they present with respect to corporate governance polices. Part I develops a typology of legal and regulatory approaches that jurisdictions have taken to address these challenges. Part II highlights differences and commonalities across jurisdictions, especially as they relate to: how directors may take into account group interests; procedures for managing conflicts of interest; compensating losses incurred by a group company for the benefit of the group; transparency around group purposes and allocation of business opportunities; and allocation of responsibility for company policy and oversight between parent and subsidiary boards. Additional chapters offer case studies of recent and specific approaches to company group governance in Colombia, India, Israel and Korea.

This publication provides an overview of the duties and responsibilities of boards in company groups across 45 jurisdictions. The introduction outlines the global landscape of company groups, their economic role and the principal challenges they present with respect to corporate governance polices.

This publication provides an overview of the duties and responsibilities of boards in company groups across 45 jurisdictions. The introduction outlines the global landscape of company groups, their economic role and the principal challenges they present with respect to corporate governance polices. Part I develops a typology of legal and regulatory approaches that jurisdictions have taken to address these challenges. Part II highlights differences and commonalities across jurisdictions, especially as they relate to: how directors may take into account group interests; procedures for managing conflicts of interest; compensating losses incurred by a group company for the benefit of the group; transparency around group purposes and allocation of business opportunities; and allocation of responsibility for company policy and oversight between parent and subsidiary boards. Additional chapters offer case studies of recent and specific approaches to company group governance in Colombia, India, Israel and Korea.

"The purpose of this book is to help boards of directors of nonprofit organizations improve their performance after completing the online board self-assessment tool found at www.boardcheckup.com. However, it can also be used as a stand-alone resource for any board seeking to enhance its effectiveness in that it also contains the diagnostic questions on which the online tool is based."--Open Textbook Library.

Boards of directors are coming under increasing scrutiny in terms of their contribution in monitoring and controlling management, particularly in the wake of high-profile corporate frauds and failures, and also their potential to add value to organizational performance through involvement in the strategy process and through building relationships with key investors. Despite the importance of these issues, not only to organizations but also arguably to national competitiveness, the nature of board activity remains largely a black box, clouded by prescriptions, prejudices, and half-truths. This book responds to calls for greater scrutiny of boards of directors with an in-depth examination of directors of UK organizations, drawing on the accounts of directors themselves as to their roles, influence, and the potential and limits to their power. Much work on boards of directors has labelled the board as a rubber stamp for dominant management, and non-executive directors in particular have been variously described as poodles, pet rocks, or parsley on the fish. Such accounts are rooted in assumptions of board activity that are essentially adversarial in nature, and that the solution to the 'problem' of reconciling the interests of managers with those of shareholders is to increase the checks and balances available to the board of directors. The findings of this study show that boards, in many cases, are far more than passive rubber stamps for management and that non-executives are encouraged to act as trusted advisers to the executives and the chief executive, rather than solely monitors of executive activity. Boards are important mechanisms in maintaining the strategic framework of the organization through setting the boundaries of organizational activity. The potential of the board members, in particular the non-executives, to fulfil such a mandate depends on a number of factors, including ability, willingness to engage with the organizational issues, and the degree of knowledge they have relevant to the host firm. Above all, the degree of trust built between members of the board, and between the board and key external constituencies, is at the heart of effective board behaviour.

Designed to help nonprofit board members and senior staff, "The six books address all of the fundamental elements of service common to most boards, including board member responsibilities, how to structure the board in the most efficient manner, and how to accomplish governance work in the spirit of the mission of the organization."--Pg. 2 of Book 1

Master's Thesis from the year 2011 in the subject Business economics - Personnel and Organisation, grade: 8,0, VU University Amsterdam, course: Boards of Directors / Governance / Strategy, language: English, abstract: Despite the growing importance and the current trend of a globalizing economy, relatively little is known about the roles and responsibilities of subsidiary board of directors and how they are influenced by various drivers. This thesis focuses on and investigates the roles and responsibilities of a subsidiary board and which firm-related (internal) and environmental-related(external) drivers could potentially influence these roles. From the existing literature on corporate governance four major roles are derived for the SB, namely a monitoring, advising, internal and external role. Qualitative data from 8 in-depth interviews with board members of a global subsidiary company provided a clear set of responsibilities in line with the four board roles. Furthermore, in this case firm growth, acquisitions and the organization at the parent level are seen as major internal drivers of board responsibilities. Economical downturn, industry changes and technological innovations are seen as critical external drivers of board responsibilities in a subsidiary company. Additionally, this thesis shows that in times of economical recession the board tends take on a more monitoring focused role. Smaller firms and acquisitions lead to a strong internal focus whereas the changes in the industry and a larger firm size result in more external responsibilities. Finally, changes at the level of the parent and technological innovations lead to a more service or advising role of the board of directors in subsidiary boards. This thesis highlights the conditions under which the roles and responsibilities could change or shift and contributes to the literature as it presents evidence that agency theory as well as resource dependence theory are relevant in the analysis of board re