The activities carried on by the Group, in Spain or abroad, are subject to various legislation. Any amendments made thereto could affect the structure under which activities are performed and the results generated by operations. The industry in which CEPSA operates is basically governed by Oil and Gas Industry Law 34/1998 of 7 October, Royal Decree Law 15/1999, of 1 October, approving measures for the liberalisation, structural reform of and enhanced competitiveness in the oil and gas industry; Law 16/2002 on Integrated Prevention and Control of Pollution, Royal Decree R.D. 1716/2004, of 23 July regulating the obligation to maintain minimum security stocks, the diversification of natural gas supplies and Corporación de Reservas Estratégicas de Productos Petrolíferos (Corporation of Strategic Reserves of Oil-based Products); Royal Decree 398/1996, of 1 March, and implementing regulations on the specifications of petrol and diesel for vehicles; Royal Decree Law 6/2000, of 23 June, on urgent measures for enhancing competitiveness in the goods and services markets; Law 9/2006, of 28 April, on the assessment of the effects of certain environmental plans and programmes; Royal Decree 61/2006, of 31 January, setting the specifications for petrol, diesel, fuel oil and liquid petroleum gases, which regulates the use of certain biofuels and the sulphur content of fuels for seafaring vessels; Royal Decree 679/2006, of 2 June, regulating the management of used oils; Royal Decree 1370/2006, of 24 November, approving the 2008-2012 Spanish National Allocation Plan for greenhouse gas emission allowances; EU Council Decision of 14 October 2004 concerning the conclusion, on behalf of the European Community, of the Stockholm Convention on Persistent Organic Pollutants; Directive 2008/1/EC of the European Parliament and of the Council of 15 January 2008 concerning integrated pollution prevention and control, known as the IPPC Directive; Environmental Liability Law 26/2007 of 23 October, transposing Directive 2004/35/CE of the European Parliament and of the Council of 21 April 2004; and Royal Decree 2090/2008, of 22 December, approving the regulations partially implementing the aforementioned Royal Decree 1/2008, on environmental impact assessment, Law 34/2007 on air quality and air protection.
Accordingly, Article 446 of the code requires only, balance sheet, profit and loss account, and total amount of remuneration of the directors and auditors, and proposals for the distribution of dividends, if any. However, according to secondary sources, the Commercial Code has been under revision and modernization in collaboration among Ministry of Justice, Ministry of Trade, Legal system Research Institute and The French Development Agency (Legal Vice Presidency – The World Bank, 2004) but there are no indications from stakeholders as to when the new Code will be operational (APRM Report, 2011) and the researcher has learned that the revision process is not finalized until the end of June 2015. The second legal framework for the governance of the share company is the memorandum and article of associations which are derived from the Commercial code and work under its ambit. In addition to the Commercial code and memorandum and article of associations, various Proclamations, Regulations, Directives, Codes, Memorandum and articles of Associations, procedures and guidelines have been issued by legislators, regulators, board of directors and management of the share company at different times to cope up with the political, economic and social development of the global, national and specific conditions at company level. For example, in addition to the commercial code, the Ethiopian Parliament has enacted Proclamations No. 592/2008 to provide for banking business which empowers National Bank of Ethiopia to regulate the financial sector and the ability to issue directives and accordingly the National Bank of Ethiopia has issued 61 directives up to 2014 for banking business only. Insurance Companies by Proclamation No. 746/2012, Micro Finance Institutions by Proclamation No. 626/2009, and Public Enterprises are governed by Proclamation No. 25/1992. Hiring, managing, occupational Safety, Health and Working Environment, and firing of human resources of share companies are governed by Labor Law, Proclamation No. 377/2003(as amended). Ethiopia has also promulgated a Proclamation on Trade Competition and Consumers Protection (Proclamation No. 813/2013) which shall apply to any commercial activity or transaction in goods or services conducted or having effect within the Federal Democratic Republic of Ethiopia(Art.4 of the this proclamation) but no requirement is provided for the reporting of the corporategovernance issues in this regard on the annual reports of companies.
purpose of this disclosure provision is to ensure that issuers provide potential investors with information that might reveal problems, including a lack of profits in recent periods or issues with the business or financial position. In effect, every disclosure under Regulation S-K requires those drafting the report to: (1) ensure that the information exists; (2) confirm it is accurate; (3) determine whether and how to disclose it, including ensuring sufficient disclosure; and (4) disclose the information. This is the information-forcing-substance theory at work. Importantly, the core of the theory is not just a disclosure requirement. Instead, by requiring disclosures and officer and director signatures on offering documents, the SEC forces attention to the underlying details, backed up by the potential for a strict-liability cause of action in the public-offering context. 111 Thus, by combining ex ante
• Clause 2.3.2 of the Code: The Company will, for the time being, not in all cases send notification of the convening of the Annual General Meeting together with the convention documents to all domestic and foreign financial services provid- ers, shareholders, and shareholders’ associations by electronic means.
In order to understand the process and implications of recent regulatory changes in India's corporategovernance regime, it is important to have a general overview of India's legal tradition and its current regulation of public companies. This section begins by presenting an overview of India's legal tradition, and follows by outlining the basic corporate law and regulatory framework applicable to public companies in India. It also addresses the role of the government institutions responsible for developing and enforcing Indian corporate law, as well as the role of the judiciary in advancing corporate law.
Document management deployed throughout the enterprise (common architecture). Corporategovernance for documents in place with standards / policies related to content easily available and understood by users. Common portal for access to each departments information resources.
The chapter begins with an historical account of the development of Turkish capital markets. I trace the developments back to the late Ottoman era, when the seeds of a Turkish capital market were first planted. I focus on the establishment of the joint-stock company, which had a separate legal personality from its members and whose shares could be traded in the secondary (unorganised) markets. This is followed by the history of the stock exchange. The first organised exchange was established in 1866, following the enactment of legislation with the aim to create investor confidence in the secondary markets. However, the exchange failed to become a success due to a fraudulent incident and was later shut down during the first World War. I then introduce the events that took place following the proclamation of the Republic of Turkey in 1923 concerning the regulation of capital markets. Due to restrictive laws, foreign investors could not enter the Turkish stock markets for a long time. This was to change when the Turkey- IMF lending relationship intensified, and the liberalisation process of the Turkish economy took off from the mid-1950s.
performs with integrity. Selecting, monitoring, and compensating management and, when necessary, replacing management, therefore continue to lie at the heart of board activity. Third, the board must set expectations about the tone and culture of the company. The standards of ethics and business conduct that are followed—or not followed—throughout a company impact the bottom line in many ways. “Tone at the top” should be a priority throughout the company and not viewed simply as a compliance matter. Fourth, the board should work with management to formulate corporate strategy. After agreeing to a strategic course with management through an iterative process, the board should determine the benchmarks that will evidence success or failure in achieving strategic objectives and then regularly monitor performance against those objectives. Fifth, it is the board’s duty to ensure that the corporate culture, the agreed strategy, management incentive compensation, and the company’s approach to audit and accounting, internal controls, and disclosure are consistent and aligned. And sixth, it is the board’s duty to help management understand the expectations of shareholders and regulators. Boards can help management recognize that shareholders have a legitimate interest in more meaningful input into the board selection process, in terms of both nominating procedures and voting methods. Similarly, boards can help management recognize and address the concerns that excessive compensation raises among shareholders, regulators, rating agencies, and others. 
variables (e.g. profitability or leverage) that substantially impact on ICD. We find that independent or non-executive directors play a significant role in better corporate disclosure. More specifically, a higher proportion of independent directors on the board increases the ICD quality. This examination also explores the auditor’s international affiliation, which considerably affects the level and extent of ICD. Firms with internationally affiliated external auditors disclose more IC-related information in the annual report than firms with a non-affiliated auditor. Thus, this paper documents a statistically significant positive relationship between audit firm’s international affiliation and ICD. Contrary to our expectation, the inclusion of female board members decreases the level of ICD. Although this negative association is statistically significant only at 10 percent level. However, our investigation does not document any significant association between ICD and board size, leverage, profitability or firm size. The disclosure of IC and integration with financial and other non-financial information is growing. In the meantime, the annual reports of the firms are insufficient in many cases, which creates challenges. Internal capital disclosure varies from industry to industry. External capital includes certain items of IC that are considered value generators for an organisation. This study is initiated to identify the infancy of IC disclosure in Bangladesh.
17) Discussing of and resolving for the amendments in article 9 titled as the “Board of Directors”, article 11 titled as the “Meetings of the Board of Directors”, article 14 titled as the “Remuneration and Attendance Fee for the Members of the Board of Directors”, and article 24 titled as the “Announcements” in and for incorporation of article 35 titled as “Compliance with CorporateGovernance Principles” into the Company’s Articles of Association as approved by the Capital Market Board and permitted by the Republic of Turkey, Ministry of Customs and Trade;
Agency theory explains the nature of a conflict of interest between managers and shareholders (Ross, 1973). The explanation of agency theory is similar to the review of agency problems in this chapter (see 2.2 Problems of minority shareholder rights protection), which recommended that Asian-concentrated ownership is ruled by controlling shareholders who are often managers and hold major voting control of the firm. The conflict of interest between managers and minority shareholders arises when the controlling shareholders operate a business influenced by self-interest that results in the expropriation of minority shareholders. This is because the controlling shareholders use self-dealing to promote their own benefits, such as insider trading, cash expropriation, and managerial entrenchment (La Porta et al., 2000a; b; Pacini et al., 2005). All of these behaviours are very harmful to minority shareholders. The literature review of this chapter (see 2.2.1 Concentrated ownership system) also suggested the system of pyramidal control in concentrated ownership represents weak corporategovernance practices, and in some worst cases, directed a company to financial distress. This is because pyramidal control of cross-holding companies creates weak information disclosure that leads to the expropriation of minority shareholders (Pacini et al., 2005).
Adoption also requires trust between data providers and consumers who use the infrastructure and regulators who oversee the process. Trust relies on an understanding of the needs all stakeholder groups, and the development of suitable technology to meet these needs. As used in a tech- nical context, the term "trust" describes the degree of assurance a relying party may place in a digital assertion (usually termed a "certificate") given by some entity (usu- ally termed a Certifying Authority). These assertions may be concerned with either Authentication, i.e., who or what a given entity is, or Authorization, which deals with the rights or privileges an entity may possess. A full descrip- tion of the formal concepts and foundations of trust is beyond the scope of this paper; however the interested reader is referred to the paper by Chapin . An effective security system in a federated environment is well served by having a mechanism for expressing and maintaining differing degrees of this digital "trustworthiness" between multiple parties. For a description of the novel technical mechanisms developed for caBIG see the description of the GAARDS security system in Oster . From a legal or governance perspective, existing federations often employ "trust agreements" of some degree to reify expectations between parties. An example of such an agreement may be seen in the InCommon Participation Agreement . Regulatory personnel require that data sharing agree- ments and technical mechanisms used between investiga- tors adhere to HIPAA , the Common Rule , 21CFR11 , and other regulations. Investigators require that the systems protect their intellectual capital. Tech-transfer officers want the system to protect intellec- tual property. These requirements lead to technical impli- cations for the design, implementation, and operation of caBIG systems including how potential users at multiple sites are identified, made known to, and ultimately authorized to access those systems.
Through İşbank’s Corporate Intranet Portal, which was formed in order to enhance information sharing within the Corporation and to communicate with employees more effectively, all the employees are given the opportunity to have quick access to the Bank’s regulations, activities of divisions, job descriptions and distributions, performance management practices, up-to-date announcements and supplementary sources.
2015 was the fourth year that the Minority Shareholder Watchdog Group had adopted the ASEAN CorporateGovernance Scorecard based on the OECD Principles of CorporateGovernance and other international best practices. The assessment covered 870 companies, representing 94 per cent of companies listed on Bursa Malaysia. The assessment was based on disclosures in annual reports, corporate websites, company announcements, circulars, Memorandum and Articles of Associations, minutes of shareholders’ meetings, corporategovernance policies, codes of conduct and sustainability reports, all of which must have already been publicly disclosed. The cut-off date for Annual Reports was for those announced by 31 July 2015 but assessments were undertaken based on the latest website information until 15 November 2015. Peer reviews were conducted for the Top 100 PLCs between ASEAN countries to validate and streamline the scores. In focusing on international corporategovernance best practices and principles, the Scorecard’s requirements exceeded current domestic standards and legislative requirements. It facilitated an important yardstick for companies to move towards. At the same time, investors can use the scores to gauge the corporategovernance standards of their investees/potential investee companies with that of international standards. The outcome of these assessments have served regulators and corporategovernance proponents with useful data compilations for corporategovernance policy reforms.
Japan-Germany biopharmaceutical enterprises governance model has relatively centralized sources, and its main capital comes from one or several majority shareholders. Being different from the UK and USA model in which investors pursue short-term stock price disparity, the majority shareholders hold most shares of the Japan-Germany biopharmaceutical enterprises, thus the corporation pursues long-term operation profits and in a quite long period its equity will not transfer. Due to the weak liquidity of the equity, external market mechanism cannot play an important role in corporation governance; managers market is not active; the corporation adopts the model that is mainly supported by internal governance, stresses corporation internal supervision, set up boards of directors and supervisors which have mutual check and restraint above the organization. Majority shareholders are able to adopt effective measures to decide the employment of the managers at all times according to the acquaintance of the managers’ performances. Majority shareholders, managers, and external stakeholders are allowed to know the financial status, operating results, and cash flow from the annual report, or get information from routine meeting of directors and internal managers at all times, which makes external stakeholders tend to neglect the decision-making demands and publicity of accounting information. Corporation supervision objectives are aimed at reporting the management condition of fiduciary resources to the resource providers, which makes Germany accounting regulation system tends to be on relative lower level of public disclosure and to offer less public accounting information, and to adopt the policy that stresses interests relationship adjustments instead of decision making and to support contract enforcement.
The first independent variable is ownership concentration (Mülbert, 2009; Laeven and Levine, 2009; Thomsen and Conyon, 2012), which presumes that concentrated ownership would experience greater losses amidst crisis. Erkens et al (2012), Laeven and Levine (2009) have studied this proxy before and they measure ownership concentration as a dummy variable equal to 1 when institutional ownership over 10%. However, this paper questions the cutoff rate of 10% and prefers to measure its ownership concentration as the greatest percentage of institutional ownership in December 2006. The second independent variable is CRO presence (Aebi et al, 2012; Liebenberg and Hoyt, 2003). It is notable that having CRO present in board will influence the bank value since CRO accompanied with the function of risk management. This paper follows the method of Aebi et al (2012) which examining The CRO presence in the board of director through measuring a dummy variable equal to 1 if there is a CRO present in the board of director no matter what the CRO is executive or non- executive director. Information can be hand-collected from the annual reports of 2006.