Public Limited Liability Companies Research Articles

To What Extent Must, and Can, the Boards of Norwegian Limited Liability Companies and Public Limited Liability Companies Consider Sustainability?

To What Extent Must, and Can, the Boards of Norwegian Limited Liability Companies and Public Limited Liability Companies Consider Sustainability?

KEPASTIAN HUKUM DALAM PENERAPAN PLATFORM E-VOTING PADA RAPAT UMUM PEMEGANG SAHAM (RUPS) PERSEROAN TERBATAS YANG DILAKSANAKAN MELALUI TELEKONFERENSI.

Limited Liability Companies that have implemented the use of teleconferencing in the GMS decision making mechanism. Apart from being able to be held via teleconference media directly, GMS participants can also use the e-RUPS platform for decision making, both those who attend physically and those who attend using the teleconference media. The implementation of the use of the e-GMS platform in GMS, especially in Closed PTs, whether all GMS participants can attend it physically or there are GMS participants who attend via teleconferencing media is interesting to research because it is in Article 77 of the PT UUPT. The method used in this research is normative juridical legal research, which was carried out as an effort to obtain the necessary data regarding the problem. The data used is primary data as supporting legal material for secondary data. Data analysis was carried out using qualitative analysis methods. From the results of the research, the implementation of a teleconference GMS (zoom meeting) via electronic means still requires prior summons to Shareholders by registered letter. The summons is made no later than 14 (fourteen) days before the date the GMS is held and the teleconference GMS remains valid in the form of a deed of reassurance but must comply with The legal requirements for a GMS in a closed PT can be carried out as long as each meeting procedure and mechanism can be legally accounted for by holding the GMS via Zoom Meeting. The suggestion is to immediately create a media platform for the implementation of Teleconferencing/Video Conference GMS intended for closed Limited Liability Companies as per the Platform issued by the Indonesian Central Securities Depository for Public Limited Liability Company GMS, implementation through a certain system using a digital system must have a sustainable mechanism. to maintain novelty, clarity and responsibility. Immediately the Ministry of Law and Human Rights together with the DPR and related parties will make regulations regarding procedures for holding GMS by Teleconference/Video conference for Closed Limited Liability Companies so that legal certainty is guaranteed for the parties, and create a media platform for holding GMS that meets special standards for GMS

Classes of Shares in the Belgian Private and Public Limited Liability Company: A Search for a Reasonable Balance Between Collective and Invidiual Interests

Classes of Shares in the Belgian Private and Public Limited Liability Company: A Search for a Reasonable Balance Between Collective and Invidiual Interests

Modernizing Royals and Capitalists of Kumase

Abstract British imperialism bequeathed sports to former colonies. In the immediate postwar period, colonial bureaucrats intensified the modernization agenda in many of their colonial territories. The institution of horse racing was associated with the upper echelons of society in many colonies. In colonial Asante, the royals and capitalists of Kumase established the Ashanti Turf Club as the first public limited liability company in the history of horse racing in Ghana. Horse racing in Kumase started with the active encouragement and patronage of the king of Asante (Asantehene). The Kumase royals and capitalists embraced the middle-class culture and bought shares in the Turf Club. The practice of betting linked the working-class to racing. Horse racing played a significant social role in Asante society by keeping residents entertained at the weekends. This article examines the Ashanti Turf Club Limited within the context of the modernization of postwar Asante. It shows how the history of horse racing in Kumase provides a lens to understand how Africans embraced middle-class culture and colonial modernity.

Freedom to Define Membership in a Mutual Insurance Company

A mutual insurance society is one of the basic forms of conducting insurance activity. It is characterized by a very wide range of options which its founders and subsequently entitled members have in order to choose the organizational and systemic model of operation, to change it in the course of business, to define the concept of membership, to create various categories of members and provide them with different rights and duties, to determine the powers of statutory bodies, and, above all, to apply the method of mutuality. The Insurance and Reinsurance Activity Act regulates the basic legal framework of mutual companies, while referring quite a number of issues to the Polish Commercial Partnerships and Companies Code. This does not alter the fundamental principle on which the company's activity is based, namely that its articles of association play an extremely important role, which is much greater than in the case of public limited liability companies, and that members of a mutual insurance society enjoy considerable freedom to conduct business and categorize its members, which is unparalleled for other legal forms of business activity.

Practices of Creative Disobedience: A Key to Economic Success in Socialism? : A Case Study of a Hungarian Agricultural Cooperative

In this article, I examine the fate during the decades of socialism in Hungary of the agricultural company Árpád-Agrár Ltd. of Szentes, which which has flourished up to the present day. Its predecessor, the Árpád Mezőgazdasági Termelőszövetkezet (Agricultural Producer Cooperative), was established in 1960, during the last wave of collectivization. Most members were gardeners who specialized in a Bulgarian type of horticulture. One of the central questions in my inquiry is how individual gardeners’ best practices were preserved and further developed within the structure of a socialist cooperative. I also consider how the Árpád Cooperative used the economic reforms of 1968 to expand its market-share. In my analysis of the successful transfer of knowledge and processes of adaptation, I devote particular attention to the human factor, taking into consideration both the changing relationship between the leadership and the membership of the cooperative and the formation of a class of managers who had had experiences in the West and had a more open-minded mentality. These factors offer a possible explanation as to why this agricultural community chose the organizational form of a cooperative at the time of the change of the political regime and was transformed into a public limited liability company only a decade later.

PERTANGGUNGJAWABAN INDIVIDU ATAS GANTI RUGI DISGORGEMENT YANG MELIBATKAN EMITEN

The Financial Services Authority (OJK) launched a discourse by issuing an RPOJK regarding the Disgorgement and Disgorgement Fund. The parties that can be subject to disgorgement are the perpetrators of the violations themselves, including the Issuer as a public limited liability company. However, if the Issuer commits a violation, it is reasonable for the order to be addressed to the in persona (private individual), considering the Issuer is an artificial person who has no will and cannot have a will without the party carrying out behind the scenes. Directors, Commissioners and major shareholders (controllers) are parties who are allowed to commit violations and at the same time enjoy illegal profits from the violation. However, affiliated parties may commit violations involving the Issuer, so if there is an illegal profit, those who enjoy the benefit should be obliged to compensate the disgorgement. The issuer as a public limited liability company has also received administrative sanctions by both the OJK and the stock exchange. It is very unfair for the Issuer to be responsible for paying disgorgement compensation.

Impact of Social Responsibility on the Quality of Company Governance

Abstract The central aim of the article is company governance, i.e., researching governance of a company that does not want to be only financially successful but also direct its governance toward socially responsible governance. The article begins with the definition of “theoretical backgrounds,” in which social responsibility in regard to company governance improvement in quality is explained. The article then focuses on the measurement of the quality of company governance; in the research, the selected tool chosen to evaluate the governance of the chosen company regarding social responsibility, i.e., SEECGAN index, is used. Further, the case study of a Slovenian public limited liability company is used. One of the important research findings is the recognition that the addressed part of the SEECGAN index needs to be innovated and further developed. Additional questions for the completion of the index used presents the added value of the article. This article has two limitations: 1) it focuses only on the tool chosen to evaluate the governance of the chosen company regarding social responsibility; 2) the case study is based on publicly accessible data.

The Shareholderss Duty Not to Abuse Rights

The Shareholderss Duty Not to Abuse Rights

Assessment of Compliance with OHADA Uniform Accounting Act by Public Limited Companies

Francophone African countries have made a tremendous effort in harmonising domestic standards and reporting with the International Financial Reporting Standards (IFRS). Moving from two distinct OCAM streams to two OHADA streams (effective 1985) and now one OHADA Uniform Accounting Act embodying 17 member countries (effective 2001) is a milestone towards harmonisation of reporting practice both domestically and internationally. This empirical study examines whether the effort of harmonisation, especially after the 2001 standards has resulted in the successful convergence of firms' accounting practices by analysing public limited liability companies' compliance with the OHADA Uniform Accounting Act and if such compliance has improved over time. The study has been carried out using the 2008 and 2009 annual reports of three public limited companies in the OHADA zone that translate their financial statements into IFRS. The ranks of closeness and compliance index have been used to analyse data. Findings reveal a relatively high level of compliance with the accounting regulation by sampling limited liability companies. The results also give an indication of harmonisation in accounting practice of limited companies within member countries as they were found to be substantially consistent in compliance, especially in countries that have instituted the Statistics and Tax returns (or DSF) as a reporting medium.

Assessment of Compliance With OHADA Uniform Accounting Act by Public Limited Companies

Francophone African countries have made a tremendous effort in harmonising domestic standards and reporting with the International Financial Reporting Standards (IFRS). Moving from two distinct OCAM streams to two OHADA streams (effective 1985) and now one OHADA Uniform Accounting Act embodying 17 member countries (effective 2001) is a milestone towards harmonisation of reporting practice both domestically and internationally. This empirical study examines whether the effort of harmonisation, especially after the 2001 standards has resulted in the successful convergence of firms' accounting practices by analysing public limited liability companies' compliance with the OHADA Uniform Accounting Act and if such compliance has improved over time. The study has been carried out using the 2008 and 2009 annual reports of three public limited companies in the OHADA zone that translate their financial statements into IFRS. The ranks of closeness and compliance index have been used to analyse data. Findings reveal a relatively high level of compliance with the accounting regulation by sampling limited liability companies. The results also give an indication of harmonisation in accounting practice of limited companies within member countries as they were found to be substantially consistent in compliance, especially in countries that have instituted the Statistics and Tax returns (or DSF) as a reporting medium.

Governance of Government Undertakings in the Netherlands: Ensuring Public Interests. Adapting the Objective in the Articles of Association of a Public Limited Liability Company to Better Suit the Protection of Public Interests

Government authorities can entrust the exploitation of economic activities that are of public interest to certain private actors, for example companies in private law legal bodies. This can be the result of the privatization of former state owned companies. Such privatization can be motivated by the wish to reduce the apparatus of the government and to remove accompanying costs on the budget of the state. In the EU for example, the wish to privatize has been reinforced due to (the coming into operation of) the Economic and Monetary Union and the subsequent wish to fulfill the stipulated conditions concerning budget deficits and public debts. There are more reasons to entrust the care for a certain public interest to private actors. One of these is the belief that these actors can be more efficient in the exploitation of the activities than government authorities.

Corporate Governance in Oil-Lubricated Norway: Regulation, Practice, Ethics and Incoherence

This paper presents an overview and brief discussion of three interlinked topics: the key features of the Norwegian corporate governance model, the Norwegian State as a shareholder and as an institutional investor. The essence of the Norwegian corporate governance model is enabling large shareholders to exercise effective management and control over the company, balanced with minority shareholder protection. A strictly hierarchical governance structure, with clear tasks and fundamental lines between the corporate bodies, is perceived to enable effective management to be carried out. In addition to its role as legislator, the Norwegian State is also a substantial market actor, being the largest shareholder in public limited liability companies in Norway. Furthermore, the Norwegian State owns the largest sovereign wealth fund in the world, holding 1.3 per cent of the shares in the world. A brief overview of the fund's responsible investment is given, especially looking at the 'Council on Ethics' and recent development in the Ethical Guidelines regarding exclusion of coal companies.

AKCININKO TEISĖ Į IŠVESTINĮ IEŠKINĮ: EX LEGE PREVENCINĖS PRIEMONĖS

This article is the second article on the topic related to the shareholder‘s derivate action. After evaluating the key general aspects of the shareholder’s derivate action (e.g. concept, rationale and goals) with respect to the Lithuanian Corporate Law, this article analyzes some ex lege protective measures to prevent shareholder’s abuse in bringing shareholder‘s derivate action as well as evaluates need to revise the related Lithuanian legislation. The focus of the article is, first, on specific requirements for shareholder’s standing (e.g. locus standi of minority shareholders, contemporaneous ownership rule, continuing ownership rule) and, second, prior demand requirement as ex lege protective measures devoted to protect shareholders’ investment in a properly balanced way. It is concluded in the article that from the Lithuanian legislation perspectives shareholder’s locus standi for derivative action should be vested to each shareholder having legitimate interest in both public and private limited liability companies without requiring to comply with the above mentioned shareholder’s standing requirements as well as without requiring first mandatory making a demand to the company, as it is currently being established by the Lithuanian legislation. Taking into account the rare shareholder’s derivative action litigation in Lithuania, there is no need to change the Lithuanian legislation from practical point of view as well.

Accountants’ perceptions of corporate governance in public limited liability companies in an emerging economy

Purpose– This paper aims to examine the perceptions of accountants on corporate governance (CG) practices in public limited liability companies in Barbados, and the perceived effectiveness of these mechanisms.Design/methodology/approach– A three-stage approach was utilized. First, an Internet-based questionnaire was sent to members of the Institute of Chartered Accountants of Barbados to gain accounting perspectives on CG practices by listed Barbadian companies. Second, feedback on the survey results was obtained from the attendees of a panel session at a regional accounting conference. Third, interviews were conducted with five qualified accountants to further explore issues that emerged from the previous stages.Findings– The results suggest that the most important mechanisms for effective CG were the board of directors, auditors and professional accountants. The timely provision of relevant information, board room culture, qualifications and independence of directors were the tasks considered most vital to enhancing board effectiveness. However, the high concentration of ownership in family-controlled firms, interlocking directorates, weak regulatory systems and cultural issues influenced the effectiveness of CG mechanisms. Recommendations for overcoming these barriers and improving CG included purposive training, whistle-blowing mechanisms, stronger legislation and adequate disclosures.Research limitations/implications– The study’s small sample increases the likelihood of bias and important differences being missed, thus reducing the generalizability to the accounting profession as a whole.Practical implications– The research sheds light on the value being placed on CG practices by the accounting profession. The study would assist companies, board of directors and accounting practitioners in developing CG mechanisms that are suitable for emerging countries.Originality/value– The paper contributes to the dearth of literature on perceptions of accountants on CG practices in emerging economies.

Directive 2006/68/EC Amending the Second Company Law Directive EU as Regards the Maintenance of Public Limited Liability Companies’ Capital and The Acqisition of Own Shares

The new Directive 2006/68/EC amending the Second Directive will improve business efficiency without diminishing the protection of shareholders and creditors.The puropose of this new directive is the simplification of some rules on capital maintenance as well as to facilitate and speed up the change of the structure of joint stock companies capital.In this paper the autor is going to analyze the aim of the change of the regulations in force.These amendements in respect to the conditions of evaluation of the contribution to acquire the shares, then the acquisition of one's own shares in the company, the ban of financial aid, pre-emption right and the protection of creditors in case of depreciation of capital.The author is going to analyze and comment with particular regard, the acquisition of one's own shares by the company.The rules of the limitation of acquisition of own shares from the company to 10% of capital and 18 months of the validity of the permit of the general assembly of shareholders have been established as being unnecessarily restrictive and the new directive has changed it.

Corporate Effects Of The ‘Danosa Case’ – Is the Termination of Membership in the Board of Directors Allowed in the Case of a Pregnant Member of the Board?

The Court of Justice of the European Union (Second Chamber) pronounced on 11th November 2010 a judgement in the proceedings between Ms Dita Danosa and LKB Lizings SIA, a limited liability company, concerning the decision of the LKB general meeting of shareholders to remove Ms Danosa from her post as a member of the company's board of directors during her pregnancy. The Court's ruling could have significant repercussions on the appointment and termination of membership in board of directors of capital companies in Europe. Authors analyse the corporate effects of the judgement in various countries from the position of the dogmatics of Company Law and emphasise the difference of the contractual and corporate relationship between the company and members of the board of directors. When analysing the ruling of the Court authors also point out the differences between public limited companies (both dual and single board systems) and limited liability companies in the position of the members of the board of directors in the area of the termination of membership in the board.

New Capital Preservation Law, Belgian Style

Belgium was one of the last Member States to transpose the EC Directive of 6 September 2006 on the formation of public limited liability companies and the maintenance and alteration of their capital (2006/68/EC). Van der Elst explains the ins and outs.

The National Implementation of Employee Participation in the Administrative Board of the SE in the One-tier Model – A Legal Comparison on the Basis of Germany, Austria, Sweden, and France –

The adoption of the SE and the implementation of the employee participation in the member states took place against the background of their national tradition of employee participation. The statutory provisions for the SE thus take on specific characteristics that already applied to company co-determination in the public limited-liability company. Using the examples Germany, Austria, Sweden and France, the conflicts with the Council Regulation (EC) No 2157/2001 (SE-Regulation) and the Directive 2001/86 (SE-Directive) will be identified that arise under the continuation of specific national provisions and the implementation of the SE in the one-tier model.

The Management of Belgian Public Limited Liability Companies

The present article will be concerned principally with the board of directors of Belgian sociétés anonymes, but it will also mention persons responsible for the daily management of such companies, and also management committees set up by item. Where thought appropriate, some comparisons will be made with the corresponding rules governing Belgian private limited liability companies sociétés privées à responsabilité limitées).