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Duties and Responsibilities of Boards in Company Groups

image of Duties and Responsibilities of Boards in Company Groups

This publication provides an overview of the duties and responsibilities of boards in company groups across 45 jurisdictions. The introduction outlines the global landscape of company groups, their economic role and the principal challenges they present with respect to corporate governance polices. Part I develops a typology of legal and regulatory approaches that jurisdictions have taken to address these challenges. Part II highlights differences and commonalities across jurisdictions, especially as they relate to: how directors may take into account group interests; procedures for managing conflicts of interest; compensating losses incurred by a group company for the benefit of the group; transparency around group purposes and allocation of business opportunities; and allocation of responsibility for company policy and oversight between parent and subsidiary boards. Additional chapters offer case studies of recent and specific approaches to company group governance in Colombia, India, Israel and Korea.

English

Overview of the legal/regulatory framework with respect to the duties and responsibilities of boards in company groups

This chapter provides an overview of the legal/regulatory framework (including corporate governance codes) with respect to board duties and responsibilities in group companies. It identifies different approaches to the common phenomena of group structures in 45 jurisdictions, including many of the world’s largest economies in OECD, G20 and Financial Stability Board members. The introduction provides background on the global landscape of company groups, and summarises the economic benefits and rationale for their existence, as well as the principle challenges these economic combinations present for policy-makers. Part I provides a typology of approaches to the challenges presented by company group structures with respect to the duties and responsibilities of boards of directors. Part II elaborates on salient differences and commonalities across jurisdictions.

English

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