Articles Archives - dr. Rado Bohinc

May 6, 2019May 6, 2019

Selected articles

Dr. Rado Bohinc [10995] Historical transformation of property rights in the context of new paradigm of human development. Acta Histriae, ISSN 1318-0185. [Tiskana izd.], 2013, letn. 21, št. 3, str. 427-448. http://zdjp.si/sl/acta.htm. [COBISS.SI-ID 2448851]

BOHINC, Rado. Corporate social responsibility : (a European legal perspective). Canterbury law review, ISSN 0112-0581, 2014, vol. 20, str. 2137.https://search.informit.com.au/documentSummary;dn=513528818291723;res=IELAPA. [COBISS.SI-ID 33892701]

BOHINC, Rado. The judge’s tenure : a historical and contemporary overview. Acta Histriae, ISSN 1318-0185. [Tiskana izd.], 2014, letn. 22, št. 3, str. 791-808. [COBISS.SI-ID 33108829]

BOHINC, Rado, BAINBRIDGE, Stephen M. Corporate governance in post-privatized Slovenia. The American journal of comparative law, ISSN 0002-919X, 2001, vol. 49, no. 1, str. 49-78. [COBISS.SI-ID 20762973]

April 17, 2019April 19, 2019

Science, university articles

The aim of the research on this field is to examine the gap between the reality and both the recommendations and guidelines of various international (Bologna and EU) documents regarding the questions of university autonomy, and to propose solutions to ensure its greater autonomy within the national higher education system. First, the international higher education community’s guidelines and recommendations concerning various aspects of university autonomy is presented. Based on this review, the questions that relate to the constitutional and legal position of the university as an institution in Slovenia are identified. This is followed by an analysis of the legal framework, the legal status of public entities, and the university-state relationship while also presenting disparities from the constitutionally established autonomy of universities from different perspectives. The research findings reveal that the current university system as regulated by the Higher Education Act is inadequate. We therefore argue that truly establishing the constitutionally guaranteed autonomous university requires the higher education legislation to be amended in terms of modernising and improving the Slovenian higher education system (preparation and adoption of a particular university law).

The rectors’ conference of Slovenia launched an initiative to prepare a new draft law on the country’s universities. This step derives from the standpoint that universities are themselves responsible for creating a proper legal framework for their autonomous academic performance. A working group was formed to reflect the basic concepts and formulate a draft law. Among other issues, the draft law largely deals with issues concerning the corporate governance of the universities, including the relationship among university governing and academic organs and bodies, the position of the faculties as members of a university and the issue of student participation. Some unanswered questions relating to the extensive discussions that followed in the academic community regarding certain of the draft law’s solutions are presented in the papers.

Rado. Reti universitarie e ambiente interculturale. V: SADUN BORDONI, Gianluca (ur.). I Balcani e il Mediterraneo, (Collana di studi diplomatici, Storia, memorie, saggi, 30). Catanzaro: Rubbettino. 2010, str. 69-77. [COBISS.SI-ID 3834327]

BOHINC, Rado. University and corporate governance. V: JEŽOVNIK, Alen (ur.). Creativity, innovation and management : proceedings of the 10th international conference, (Management International Conference, ISSN 1854-4312). Koper: Faculty of Management. 2009, str. 1711-1725. [COBISS.SI-ID 3387863]

April 17, 2019April 20, 2019

Corporate governance articles

Responsibility is not just the ability to respond, but also the duty to react to the consequences of one’s behaviour. There are several types of responsibility, like e.g. moral and legal responsibility, which we can further classify to penal, and damage responsibility (liability). In the article on directors duties and responsibility different types of responsibility in private and public sector are analysed; directors’ (managers´) duties and responsibilities are compared to duties and responsibilities of managers of public agencies, public enterprises and of non-profit organisations. The conclusion of the comparative research is, that management duties and responsibilities should be legally governed and regulated according to the same principles, which is not yet the case in the legal order in Slovenia.

In the article on conflict of interests, the author presents analysis of the current Slovenian legislation covering the issue of conflict of interests, with brief comparative overview. It is estimated that the legislative framework of the conflict of interest related issues in Slovenia is weak and should be improved. The questions like prohibition of competition, duty of disclosure and approval to acquire shares for directors, incompatibility and disinterested position of the supervisory boards’ members, prohibition of board memberships for public officials, and other similar situations are analysed. The author concludes with proposals for legal amendments in this field.

In the field of corporate governance, author also deals with legal analysis of differences and similarities of corporate governance of the state owned enterprises and points out some peculiarities of the new legal framework of state financial investments in Slovenia. Author tries to answer the questions like what is the role of the state as an owner, do we have efficient regulatory framework for state owned enterprises, what are the relationships with the stakeholders and how does the regulation of transparency and disclosure look like. In addition there is a brief comparison of the implementation of the OECD Guidelines in the field of corporate governance of state owned enterprises.

The author also deals with questions of management compensation in Slovenia and describes European and Slovenian legislation and experience in the field of profit sharing. As part of their total compensation for work, members of the board are entitled to a salary, a profit share, reimbursement of expenses, insurance premiums, comissions, and other additional payments. However, the law in Slovenia prescribes the principle of proportionality of compensation to the actual tasks of board members and to the company’s financial state.

Author also deals with the forms of stockholders’ associations for the purpose of realisation of their voting rights. The author analyses legal relations towards proxies, professional proxies and discusses the question as to who can act as a professional proxy. Additionally, author presents views on the associations of stockholders within the frame of different types of agreements and contracts.

BOHINC, Rado. EU corporate governance, recent trends and developments, related to board composition and conflict of interests. V: VRANKIC, Ilko (ur.), KOZINA, Goran (ur.), KOVSCA, Vladimir (ur.). Economic and social development : 9th international scientific conference on economic and social development, Istanbul, 9-10 April 2015 : book of abstracts. Varazdin: Varazdin Development and Entrepreneurship Agency; Koprivnica: University North. 2015, str. 42-43. [COBISS.SI-ID 33302109]

BOHINC, Rado. Conflicts of directors’ interests with the interests of the company in the context of the financial and economic crisis (a comparative overview of some EU countries). V: BOHINC, Rado (ur.). Corporate governance as a tool for economic growth. Ljubljana: Fakulteta za družbene vede, Založba FDV. 2014, str. 167-191. [COBISS.SI-ID 33014109]

April 17, 2019May 6, 2019

Public governance articles

The research work reffered to the aspect of public administration reform in Slovenia, which included, in addition to the amendments of the constitution, also the Government Act, State Administration Act, Public Agencies Act, Inspections Act and Public Employees Act as well the new legislation in the field of local government, should therefore be accelerated and given the priority.

The reform, however, did not include only the legal (normative aspects, but also other fields (development of information technology, introduction of quality in the work of administrative bodies, establishment of the training system, simplification of administrative procedures etc.). Special attention was paid to the establishment and qualification of institutions for monitoring and implementing the legislation of the European Union (together with the plan of places of work, professional training of employees and provision of appropriate employment relationship).

Public sector in Slovenia (public institutions in the field of education, health care, social care, culture, research…), has been, from the point of view of property rights, organisation and governance, the same since in the year 1991, when the Law on public institutions passed in the Slovene Parliament, as one of the important reform laws. At that time, the property of ex self-management communities was “temporarily” nationalized (transferred to state and municipal ownership). Notwithstanding huge reforms in the private business sector, the public sector remains as it was when it was taken by the state (nationalized). A reform is needed in this field and the articles show the weak points of the existing approaches in corporate governance in the public sector and present the standpoints and guidelines for a corporate governance reform in public sector.

Public-private partnership is also researched; it is always a relationship between a public and private partner, where the state or local community as a public partner enters into a public-private partner relationship, granting the exercising rights and duties. The Public-private Partnership Act (2006) brought a series of novelties into the Slovenian company and public law. They are mainly the provisions concerning the status of public-private partnership (Articles 96 and following of the Public-private Partnership Act, transitory and final provisions, regulating status reorganisation of public companies, Article 141 and following). Status public-private partnership in a relationship between public and private partner, where contract based cooperation between partner also brings along changes to the status or proprietary structure of one of the partners. Status public-private partnership may therefore come to exist either by private investment into entities of public law (most frequently public undertakings) or by purchase or increase of capital shares. One of the important novelties concerns the changed regulation of the public undertaking capital. The new regulation prohibits investment of private capital into a public undertaking, which means that a public undertaking can no longer be a mixed-capital company. According to this changes, a public company may only be established and operate by public capital investments. The duty of the exclusion of public infrastructure from the property of public undertakings is regulated by Article 145 of the Public-private Partnership Act (transfer of basic capital), ruling that the capital of (public) infrastructure invested in the existing public companies as a material investment is to be deducted from the capital and transferred into the ownership of the Republic of Slovenia or a municipality.

Articles

BOHINC, Rado. Historical transformation of property rights in the context of new paradigm of human development. Acta Histriae, ISSN 1318-0185. [Tiskana izd.], 2013, letn. 21, št. 3, str. 427-448. http://zdjp.si/sl/acta.htm. [COBISS.SI-ID 2448851]

BOHINC, Rado. The judge’s tenure : a historical and contemporary overview. Acta Histriae, ISSN 1318-0185. [Tiskana izd.], 2014, letn. 22, št. 3, str. 791-808. [COBISS.SI-ID 33108829]

April 17, 2019April 19, 2019

Social responsibility articles

Rado Bohinc

In the articles on corprate social responsibility it is analysed the extent to which the much talked about ideas on Corporate Social Responsibility (CSR) have been implemented within the framework of the existing legislation on corporate duties and liabilities, and the necessary steps required to overcome the continuing impasse. It is argued that the reason for the poor implementation of the CSR concept in companies’ day-to-day and strategic business behaviour is the fact that CSR initiatives are not legally binding but are still more or less recommendations with a “wishful” orientation. It is proposed that an EU Directive be enacted in order to harmonise national corporate legislation by redefining director’s duties and responsibilities, including directors’ duty “to integrate social, environmental, ethical, human rights and consumer concerns into their business operations and core strategy in close collaboration with their stakeholders”. In this way, CSR would become legally binding and not just a declaration about the responsibility of enterprises which is not legally enforceable.

BOHINC, Rado, MULEJ, Matjaž. 10 basic requirements for social responsibility. V: MULEJ, Matjaž (ur.), HRAST, Anita (ur.). Social responsibility and sustainable development in science, education and business : conference proceedings – summaries, (Zbirka Družbena odgovornost). Maribor: Inštitut za razvoj družbene odgovornosti (IRDO). 2018, str. 19. [COBISS.SI-ID 13100316]. [COBISS.SI-ID 35118429]

BOHINC, Rado. The pillars and tools of the new social responsibility. V: MULEJ, Matjaž (ur.), HRAST, Anita (ur.), BERGANT, Živko (ur.). Value added as business information from the view of social responsibility & enterprise sustainability : conference proceedings – summaries, (Zbirka Družbena odgovornost). Maribor: Inštitut za razvoj družbene odgovornosti (IRDO). 2017, str. 15. [COBISS.SI-ID 35189853]