Prethodno priopćenje
THE ONE-TIER SYSTEM ON CORPORATE GOVERNANCE – CROATIAN PRACTICE
Ljiljana Maurović
Marli Gonan Božac
Sabina Grgorinić
Sažetak
The first part of this paper deals with the characteristics of one-tier board system in comparison with two-tier board system. The authors emphasize significant differences between the two systems of corporate governance, which should be critical for the owners when the decision about the appropriate system is about to be made. The introduction of one-tier system into the croatian law, as a result of harmonisation with the EU law, makes it possible for croatian joint stock companies to change the existing two-tier system into a new one-tier system. The theory of corporate governance stands in line with the main hypothesis of this paper – each corporate governance system is immanent to the specific legal environment, continental and anglosaxon. In order to prove their opinions regarding new practice in Croatia, the authors analize, in the second part of the paper, reasons for and model of changed corporate governance system in a croatin stock company. The analysis showed that this company choosed a specific model of one-tier corporate system – board of directors with executive directors outside the board. The analisied company showed the expected reasons for change – the change is a choice made by owners who are more familiar with one-tier system. In line with the theory and expectations regarding introduction of one-tier system in croatian stock companies, a following conclusion is made – the change to one-tier system will take place only in few companies and mostly because of the owner's linkage with one-tier system.
Ključne riječi
one-tier system; two-tier system; supervisory board; management board; executive directors outside board of directors; non-executive directors; EU Commission Recommendation
Hrčak ID:
38201
URI
Datum izdavanja:
15.3.2009.
Posjeta: 7.982 *