International Corporate Governance
2009 | Digital Guide

164 pages

Companies have expanded their corporate governance frameworks in recent years to improve transparency and minimise the risk of internal fraud. The emphasis on disclosure and independence has added pressure to corporate boards along with audit and compensation committees. It is certain that scrutiny from shareholders,regulators and the media will not lapse in the near future– particularly in the wake of the financial crisis and a global economic downturn.

CONTENTS

United States

• Modifying Executive Compensation: the Tax Woes of Bonus Clawbacks
• Voluntarily Disclosing Corruption Problems in the United States: Unclear Consequences Signal Caution
• Integrating Corporate Governance with Company Risk Management – a Practical Approach Responsibilities of Directors and Officers When a Corporation Becomes Insolvent
• New Era of Mandatory Disclosures Will Significantly Impact Those Who Do Business with the Federal Government
• US Corporate Governance Tug-of-War: Guidance for Directors Designated by Private Equity and Venture Capital Funds

Canada

• Beyond the Boy Scout Image: New Rules for Investing in Canada
• Acquiror-Side Shareholder Approval Arrives in Canada
• Raising Capital in Canada and the Role of the Toronto Stock Exchange

United Kingdom

• Audit Committee Risks and Responsibilities
• Bribery Reform in the UK: Where to Now?

Italy

• Independent Directors of a Listed Company in Italy

Spain

• Minority Shareholders’ Rights in Spanish Listed Companies and in the Conthe Code

Sweden

• Golden Parachute Entitles Managing Director to 24 Monthly Payments
• Time to Ban Competitors Within the Executive Board
• Management Demanded £71m From the Banks to Stay With Insolvent Portfolio Company

Ireland

• New Rights for Shareholders in EU Listed Companies – the Shareholders’ Rights (Directive 2007/36/EC) Regulations 2009
• The Nominee Director – his Duties to the Company and to his Appointor and Whether They can beModified by Agreement
• The Office of the Director of Corporate Enforcement in Ireland – an Overview

Finland

• Liabilities and Challenges of a Company’s Management in the Financial Crisis
• Opinion on the Regime of Management Remuneration Policies in Finland
• New Code on Corporate Governance for Listed Companies

Germany

• The New German Voting Rights Disclosure Rules
• Corporate Governance of a German Stock Corporation
• Corporate Governance of a German GmbH
• Organising Groups of Companies in Germany
• New Rules for the Remuneration of Board Members in Germany

Portugal

• Corporate Governance in Portuguese Companies During M&A
• Current Trends in Portuguese Corporate Governance
• Corporate Governance in Portugal: What Lies Ahead?

Poland

• The Latest Changes in Polish Company Law

Australia

• Role of the Audit Committee
• Creating a Governance Framework Across Multiple Jurisdictions
• Corporate Governance in M&A
• International Corporate Governance – Major Decision on Non-Executive Directors in Australia and Their Duties of Care

New Zealand

• Corporate Governance in New Zealand

India

• Companies Bill 2009: Future of Corporate Governance in India
• Insider Trading and Corporate Governance
• Re-thinking the Audit Process Post-Satyam: From Rhetoric to Practice
• International Dimensions of Corporate Governance

Singapore

• Audit Committees in Singapore
• Rights and Remedies of Minority Shareholders in Singapore
• The Role of Directors of a Target Company in a Public Take-over in Singapore
• Securities Regulatory Reform: Directors and Substantial Shareholders Disclosure Obligations of a Listed Corporation

South Africa

• South Africa’s New Companies Act
• An Act Fit for the King?