Pregledni rad
https://doi.org/10.31141/zrpfs.2019.56.132.377
The powers of the supervisory board in relation to the supervision of the management of a sports limited company
Ratko Brnabić
; Pravni fakultet Sveučilište u Splitu, Split, Hrvatska
Sažetak
The Supervisory Board of the Sports Joint stock Companies acts as the representative organ of the shareholders between the General Meeting and the Executive Board: the General Meeting elects (or privileged person/shareholder simply names) the members of the Supervisory Board, and the Supervisory Board appoints the members of the Management. From this point of view, one could see the General Meeting as the supreme body of the company. But the Supervisory Board, in the carefully balanced interaction of the three bodies, known as a system of "checks and balances", also has considerable independence from the General Meeting. According to the organizational organization of the Joint stock Companies, the general meeting is not superior towards the two other organs. In particular, the Supervisory Board and its members are not subjects to any instructions from the General Meeting. Neither the election of a member of the Supervisory Board by the General Meeting nor the appointment of a Supervisory Board member by a shareholder (entitled to name his representative) constitutes an imperative mandate for those members. On the other hand, the option of dismissal, which is legally available at all times, as a rule ensures that the Supervisory Board members will not act against the wishes of the General Meeting.
Management measures cannot be delegated to the Supervisory Board. However, it must be determined by the Articles of Association or by resolution of the Supervisory Board that certain types of transactions may only be carried out with the approval of the Supervisory Board. By this right, the Supervisory Board will not become an executive body, equal with the Management Board, even in the case of transactions requiring approval: it can neither undertake the transactions in question itself, nor can it instruct the Executive Board to carry them out. The initiative remains with the Executive Board, which, even with the approval of the Supervisory Board, can still refrain from carrying out the business if it no longer considers it to be sensible and/or reasonable. The Management also remains fully responsible for the business with regard to liability; the approval by the Supervisory Board does not exempt them from an obligation to pay compensation for damages incurred. The Supervisory Board thus has the opportunity, by refusing its consent, to prevent the conduct of business intended by the Management Board.
Ključne riječi
Supervisory Board; powers of the Supervisory Board; responsibility of the Supervisory Board; Approval of management decisions; Sports Joint Stock Company
Hrčak ID:
220107
URI
Datum izdavanja:
14.5.2019.
Posjeta: 3.755 *