Entrepreneurship and Management 2.5. CORPORATE GOVERNANCE: BEST PRACTICES

Best Practices Codes Extra-legal regulations Authors Basic approaches international organizations market institutions private organizations companies Basic approaches to explain the idea to give concrete suggestions mixed approach Level of pressure: recommendations “comply or explain” compulsory

Important Codes Cadbury Committee: The Committee on the Financial Aspects of Corporate Governance (The Cadbury Report), 1992 recommendations on the arrangement of company boards and accounting systems to mitigate corporate governance risks and failures OECD: G20/OECD Principles of Corporate Governance, 2015 Ensuring the basis for an effective corporate governance framework The rights and equitable treatment of shareholders and key ownership functions Institutional investors, stock markets and other intermediaries The role of stakeholders in corporate governance Disclosure and transparency The responsibilities of the board

Stock Exchange Codes New York Stock Exchange Warsaw Stock Exchange Recommendations: Corporate Governance: A Practical Guide navigating the changing landscape of corporate governance selecting and developing a high-quality board implementing risk-management controls overseeing a succession plan for senior management communicating effectively with shareholders assembling a comprehensive ethics and compliance program Requirements: NYSE Listed Company Manual (Section 3 Corporate Responsibility, Chapter 303A. Corporate Governance Standards independent member(s) of the board board meetings commissions of the board corporate governance guidelines Code of Business Conduct and Ethics website requirements, etc. Warsaw Stock Exchange Comply-or-explain code: Best Practice of GPW Listed Companies at least 50 per cent of independent members management remuneration disclosure possibility to sue them decisions of the general meeting auditors rotation fully independent special controller equal rights in selling shares, etc.