Enforcement of Corporate Governance Codes

Standardization of Company Law in Germany, other EU Member States and Turkey by Corporate Governance Rules

“…151 Here the Code may take the form of a stock exchange recommendation or as part of the listing agreement, or may even be formulated as a listing condition. 151 Here the Code may take the form of a stock exchange recommendation or as part of the listing agreement, or may even be formulated as a listing condition.…”

“…153 As the UK's competent authority under the Financial Services and Markets Act 2000 (FMSA), the financial service authority is responsible for making and enforcing the Listing Rules governing admission to listing. 155 Later nonobservance of the "comply or explain" principle might lead to disciplinary measures and even delisting. If this is not the case, they have to explain the company's reason for non-compliance.…”

“…158 In the Netherlands, a government appointed commission follows up the overall implementation of the Dutch code. 158 In the Netherlands, a government appointed commission follows up the overall implementation of the Dutch code.…”

“…174 So, for example, in the UK, Section 1273 of the Companies Act 2006 inserts into the Financial Services and Markets Act 2000 a provision for the Financial Services authority, as the "competent authority" as required by the EU Transparency Directive, to make rules under the heading of "corporate governance". 174 So, for example, in the UK, Section 1273 of the Companies Act 2006 inserts into the Financial Services and Markets Act 2000 a provision for the Financial Services authority, as the "competent authority" as required by the EU Transparency Directive, to make rules under the heading of "corporate governance".…”

“…175 The fact that there is no single European Corporate Governance Code and the opinion, not only expressed by the European Commission, but by the vast majority of legal scholars all over Europe, that there should not be such a single code, must be seen against the background not only of the diversity of the existing Corporate Governance Codes in Europe, but also against the background of a diversity of national corporate laws, in particular enshrined in Acts, as such. 177 Corporate Governance rules, even if not binding as such, may influence (and also be influenced by) national company law, liability rules, contract law, labor law and even -as the German Mannesmann case has shown -criminal law. Corporate Governance rules may in particular influence the liability standards of national law, for example concerning general negligence liability, directors' liability, and specific remedies attached to gross liability or mismanagement and so on.…”