Corporate governance is the system of proper governance and its supervision within a company. It consists of all the regulations and practices that determine a well-managed, efficient and responsibly run company. It also establishes the distribution of powers among the directors, shareholders and the supervisory board and the way in which the exercise of power is accounted for. Sound corporate governance helps to prevent disputes and litigation.
Corporate governance is about the functioning of and the relationships between the different corporate bodies: the management board, the supervisory board and the general shareholders’ meeting. More specifically, it is about the powers these bodies have and the way in which they check and balance each other. Corporate governance ensures that everyone is subject to checks and that no one body or person has absolute power. Transparency, accountability, independence, professionalism and integrity play a key role in establishing and implementing a sound management structure and solid entrepreneurship.
The following are a few examples of corporate governance cases handled by our team:
- advising the executive board of a listed company in disputes with the supervisory board;
- various disputes concerning the organization of commercial and idealistic foundations;
- representing shareholders and hedge funds in connection with protective measures for listed companies.
Listed companies are subject to the Corporate Governance code www.commissiecorporategovernance.nl). Directors, supervisory directors and shareholders of listed companies need to observe its regulations and principles. The code, however, also affects non-listed companies.
Cases that we handle concern, among other things:
- control and decision-making within a company;
- appointment, suspension and dismissal of directors and supervisory directors
- functioning of the general shareholders’ meeting and the individual rights of shareholders;
- the influence of shareholders on the management board of a company;
- conflicting interests of directors and supervisory directors regarding decision-making and supervision;
- supervision of the management board;
- remuneration of directors and supervisory directors as well as the public disclosure of this;
- disputes between the management board and supervisory board;
- disputes between the management board and one or more shareholders;
- disputes between shareholders.
Every company is free to set up its own corporate governance as it sees fit as long as it stays within the bounds of the law. However, problems tend to occur when a company has no or no proper corporate governance structure.
bureau Brandeis specializes in solving these sorts of problems. We mostly assist directors, supervisory directors and shareholders of both listed and non-listed companies in disputes concerning corporate governance. In the case of corporate governance failure, we successfully enforce compliance with corporate governance commitments for our clients.
With their solid and specialist knowledge our corporate attorneys offer professional corporate government assistance.