EU Member States’ Experience with the ‘Comply or Explain’ Principle in Corporate Governance

Horak, Hana; Bodiroga-Vukobrat, Nada

doi:10.3935/cyelp.07.2011.119

Cited by 4 publications

(4 citation statements)

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“…The effective application of the CoE principle also requires the involvement of auditors, for the purpose of disclosing the adequacy of reporting on CG (Horak and Bodiroga-Vukobrat, 2011). In Malta, Listing Rule 5.98 requires the external auditor of the company to draw up a report, which confirms that the CGS has been prepared in line with the Code and that it includes the disclosures required by the Listing Rules.…”

Section: The Roles Of Auditors and The Regulatory Authority (I) The Rmentioning

confidence: 99%

“…Regulatory frameworks adopting the CoE approach generally empower shareholders to evaluate and respond to non-compliance themselves, always assuming that an efficient market is in place (Keay, 2014). However, in practice, involvement on the part of shareholders is minimal as no such monitoring of CG practices is taking place (Horak and Bodiroga-Vukobrat, 2011). In fact, this is the current situation in Malta, as shareholders merely focus "on the dividends and share prices" (Schembri, 2016, p.101).…”

Section: (Ii) the Role Of The Regulatory Authoritymentioning

confidence: 99%

“…In fact, this is the current situation in Malta, as shareholders merely focus "on the dividends and share prices" (Schembri, 2016, p.101). Therefore, oversight of compliance with the recommendations of CG codes and action in the event of misleading disclosures is required by RAs to improve the exercise of the CoE principle (Horak and Bodiroga-Vukobrat, 2011). Through their involvement, regulators will enable better communication, exchange of views and interaction between users of the CoE principle (Sergakis, 2015).…”

Section: (Ii) the Role Of The Regulatory Authoritymentioning

confidence: 99%

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The Corporate Governance Code and Compliance by Maltese Listed Companies

Baldacchino¹,

Vella²,

Grima³

2019

IJEBA

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Purpose: In this paper we lay out the evaluation of non-compliance with the Code of Principles of Good Corporate Governance and the analyses of the adequacy of the explanations provided thereof, including the overall effectiveness of the existing regulatory framework. Design/methodology/approach: To achieve the objectives of this study, a review of the noncompliance section of the corporate governance statements of each Maltese listed company was carried out for the years 2012, 2014 and 2016. Furthermore, 13 semi-structured interviews were held. Findings: The paper finds that a general insufficiency in the explanations provided for noncompliance exists. Some entities give only lip service to the provisions of the Code as they fail to realise the benefits an entity may reap from having good corporate governance structures in place. There is a lack of education and awareness in this regard, and not only on the part of companies but also on the part of shareholders who seem to make minimal use of the information provided in the corporate governance statements. Practical implications: The study raises awareness of the need of improving corporate governance practices, as well as education on corporate governance, across Maltese listed companies. It is hoped that the recommendations made may encourage entities to improve in their reporting and the regulator to provide further guidance to entities to do so. Originality/value: Prior to the amendment of existing rules, increased enforcement of the current regulatory framework and monitoring by the regulator is required. The study highlights the misconceptions on the auditor's role in corporate governance.

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Section: The Roles Of Auditors and The Regulatory Authority (I) The Rmentioning

confidence: 99%

Section: (Ii) the Role Of The Regulatory Authoritymentioning

confidence: 99%

Section: (Ii) the Role Of The Regulatory Authoritymentioning

confidence: 99%

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The Corporate Governance Code and Compliance by Maltese Listed Companies

Baldacchino¹,

Vella²,

Grima³

2019

IJEBA

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“…Board -level employee representation has been a common element of major EU company law initiatives. 9 Any legal initiative in the field of company law calls for implementation of holistic approach that takes into concern both labor law elements and company law elements. I.e.…”

Section: Introductionmentioning

confidence: 99%

Recent Developments in European Company Law: A Way Forward to More Social Europe?

Horak

Poljanec

2018

iele

Self Cite

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Developments in EU Company Law show how EU Company Law has become more than just a set of market-driven rules focusing on overcoming legal barriers in cross-border investment. Non-binding guidelines on methodology for reporting non-financial information, combating discrimination on the grounds of gender by implementing the principle of equal treatment of men and women in matters of employment, proposal for a new legislation aiming at attaining a 40% objective of the under-represented sex in non-executive board-member positions in publicly listed companies are some of those initiatives. Several EU reports have stressed the positive impact of employee participation on companies' economic results, motivation and retention of employees. It is encouraging for stakeholders and the future of 'Social Europe' to see that the present European Company Mobility Package-tackling cross border conversions, mergers and divisions-takes an approach in favor of shareholders, employees and creditors. According to the European Economic and Social Committee, the new company law rules should make it easier for companies to merge, divide or move within the Single Market. New rules should ensure better protection of employees' rights and prevention of tax abuse. One may pose a question should the EU implement its social policies through EU Company Law. If so, which areas of EU Company Law should preserve (and enhance) social values? Could too much care for sustainability of social values eventually lead to non-sustainability of traditional company law?

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An Analytical Study of Board Accountability in Transnational Codes of Corporate Governance

Keay

2017

Corporate Governance Codes for the 21st Century

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EU Member States’ Experience with the ‘Comply or Explain’ Principle in Corporate Governance

Cited by 4 publications

References 0 publications

The Corporate Governance Code and Compliance by Maltese Listed Companies

The Corporate Governance Code and Compliance by Maltese Listed Companies

Recent Developments in European Company Law: A Way Forward to More Social Europe?

An Analytical Study of Board Accountability in Transnational Codes of Corporate Governance

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