chapter 7: Models and Compo of the board

Question 1

Latin model

Answer 1

SH -> BOD and statutory audit
critics: weak enforcement

Question 2

Anglo-saxon one-tier model

Answer 2

SH -> BOD -> committees

Question 3

German two-tier model

Answer 3

SH -> supervisory and management boards
Critics: info asymmetry

Question 4

Germany after nazis

Answer 4

1. equal rpz for workers and SH
2. expand nationwide: supervisory board for large
3. small corp need 1/3 employee rpz

Question 5

co determination

Answer 5

employee get seats at board
no agreement on chairperson -> SH decides
chairperson have casting vote

Question 6

TUF art 148

Answer 6

if 4 members -> 1 need to be independent

Question 7

Italian CGC

Answer 7

large: 1/3 board independent
listed: 50% board independent
yearly review & strict disclosure policy

Question 8

NYSE

Answer 8

listed = maj independent (no employment 3yo + no compensation of more then 12K/year)
all committee independent

Question 9

type of committees

Answer 9

audit, nominating, compensation

Question 10

UK independence test

Answer 10

employment 5 yo, business relationship 3 yo
board serving +9 yo
cross directorship (supplier)
family ties
overrepresentation of one SH (VC)

Question 11

board structure type

Answer 11

staggered (elected in phase, anti-takeover)
classified (share class elect)
minority (reserved seats)

Question 12

effective BOD pillars

Answer 12

formation (skills, experience, knowledge)
operation (time, induction, information)
maintenance (annual evaluation)

Question 13

assure min rpz

Answer 13

cumulative vote and list vote

Question 14

(+) regulate CG

Answer 14

protect worker and employee interest/investment
balance power SH-manager

Question 15

(-) regulate CG

Answer 15

employee might block restructuring
deters takeover

Question 16

↑ women on BOD

Answer 16

role model, avoid groupthink, market reciprocity, talent pool
norway first than EU