1. Entrepreneurship and Management
2.5. CORPORATE GOVERNANCE: BEST PRACTICES

2. 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

3. 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

4. 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.