hrcak mascot   Srce   HID

Review article


Lucia Ana Tomić   ORCID icon ; Wiener insurance VIG PLC, Zagreb, Croatia
David Tomašek ; Maravić-inžinjering i konstrukcije Ltd., Nedelišće; Croatia
Marko Žunić   ORCID icon ; Žunić Law Office, Rijeka, Croatia

Fulltext: english, pdf (512 KB) pages 263-288 downloads: 133* cite
APA 6th Edition
Tomić, L.A., Tomašek, D. & Žunić, M. (2020). FIT AND PROPER ASSESSMENT OF BOARD MEMBERS. InterEULawEast, 7 (2), 263-288.
MLA 8th Edition
Tomić, Lucia Ana, et al. "FIT AND PROPER ASSESSMENT OF BOARD MEMBERS." InterEULawEast, vol. 7, no. 2, 2020, pp. 263-288. Accessed 16 Sep. 2021.
Chicago 17th Edition
Tomić, Lucia Ana, David Tomašek and Marko Žunić. "FIT AND PROPER ASSESSMENT OF BOARD MEMBERS." InterEULawEast 7, no. 2 (2020): 263-288.
Tomić, L.A., Tomašek, D., and Žunić, M. (2020). 'FIT AND PROPER ASSESSMENT OF BOARD MEMBERS', InterEULawEast, 7(2), pp. 263-288.
Tomić LA, Tomašek D, Žunić M. FIT AND PROPER ASSESSMENT OF BOARD MEMBERS. InterEULawEast [Internet]. 2020 [cited 2021 September 16];7(2):263-288.
L.A. Tomić, D. Tomašek and M. Žunić, "FIT AND PROPER ASSESSMENT OF BOARD MEMBERS", InterEULawEast, vol.7, no. 2, pp. 263-288, 2020. [Online].

Analyzing corporate failures, regulators tagged lack of professional competencies and integrity of board members, supervisory board members, as one of the reasons that lead to bankruptcies. In this paper, the authors will analyze the comparative legal framework for the financial industry in the EU, hard law and soft law regarding this matter, and why it became necessary to full fill other standards in appointing Board members. The financial industry, as the most regulated, proscribed the concept of „fit and proper” criteria for managers, as a standard in corporate governance. The financial industry has its own specifics needed for Board members, so the same criteria might not fulfill the requirements of other industries and there is the need for harmonizing soft law practices. This paper will give an overview and analyze set up criteria and evaluate their ground, purpose, and impact on the assessment. Criteria were set up to examine and evaluate management’s ability to fulfill their duties “fitness”, as well as their integrity and suitability “propriety”. The paper argues why most financial supervision mechanism includes these fit and proper requirements in their regulatory frameworks. Although the matter of Board member’s appointment is not specific to the financial industry, but a common matter for all companies, there is a gap between regulation of the financial sector and other sectors the can be bridged by soft law. The purpose of this paper, from conducted analysis, will be to demonstrate why it is upright for business and to recommend legislator and companies to define the fit and proper procedure for other industries through business practice. Following the introductory part, the paper gives a brief historical survey of the United States market, as the one which generally leads the way in setting up the optimum legal tools and market mechanisms. The third part of the paper presents both the general and financial industry’s legal framework from the Croatian perspective, with a banking industry as a targeted subcategory. The fourth part of the paper conducts a detailed analysis of the criteria for fit and proper assessment. In the final part, the paper gives de lege ferenda solutions for the Croatian legislator.

fit and proper; professional competences; integrity; compliance program

Hrčak ID: 250361


Visits: 275 *