Corporate Governance - La responsabilité des conseils d'administration dans les sociétés

Abstract

This article, which is based on the reports presented in 1998 at the Congress of the International Academy of Comparative Law, is devoted to the study of corporate governance, a concept which has come from the United States and which is recognised today in various European countries. The idea of corporate governance has led to a wide ranging consideration of the balance of powers in limited companies and of ways of improving their operation, notably thanks to the creation of committees (audit, voting rights, remuneration…). In this context, shareholders and investors, particularly pension funds, are demanding better financial information and greater transparency. Having explained the concept of corporate governance, the author deals with the issues raised by that concept and analyses the relevant legal rules. He concludes that national laws have produced a variety of responses to these issues, and that (supranational) regulation of the matter is required.