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This chapter surveys the reporting obligations of corporate boards with respect to their engagement with shareholders under the corporate governance codes of eleven European jurisdictions. It compares the different approaches under these instruments to board-shareholder engagement within and outside of the shareholder meeting and discusses the benefits of well formulated corporate policies on shareholder engagement for a more effective board-shareholder dialogue and facilitation of effective stewardship by institutional investors and asset managers.
Edited by
Seth Davis, University of California, Berkeley School of Law,Thilo Kuntz, Heinrich-Heine-Universität Düsseldorf,Gregory Shaffer, Georgetown University Law Center, Washington DC
This chapter explores the intersection of transnational law with contemporary corporate governance laws and principles. Corporate governance, with its complex array of public and private actors, fits naturally within the modern concept of transnational law as a species of law that "can no longer be viewed through a purely national lens." Financial markets today are global and interconnected and events, such as the 2007-2009 global financial crisis and the COVID-19 crisis, exemplify the risk of contagion across those markets. Not only can corporate governance problems transcend national boundaries, so too can their solutions, which often involve regulatory efforts that operate at a transnational level. The chapter explores, from a transnational perspective, the transmission of laws and norms that are designed to constrain directors’ conduct and enhance corporate accountability. It focuses on two key examples of such accountability mechanisms-fiduciary duties and corporate codes. The chapter examines, for example, the global transmission of corporate governance and shareholder stewardship codes. These codes, which are a relatively recent phenomenon, play an important role as “norm creators.” The chapter assesses the transmission of laws and norms against the backdrop of convergence and path dependence theories of corporate governance.
This Element aims to achieve three objectives. First, it explores some key institutional characteristics of several Asian economies that are relevant to corporate governance practices. Second, it reviews corporate governance codes or rules in those economies and examines levels of requirements in terms of formal rules. Third, this Element looks at recent trends related to corporate governance such as executive compensation and a proportion of independent directors on boards of large listed firms.
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