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]

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