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Samenvatting Corporate Governance, ISBN: 9781473759176 Corporate Governance
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Summary of the seventh chapter of the book “Corporate Governance”
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Samenvatting Corporate Governance, ISBN: 9781473759176 Corporate Governance
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Samenvatting Corporate Governance, ISBN: 9781473759176 Corporate Governance
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Samenvatting Corporate Governance, ISBN: 9781473759176 Corporate Governance
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Board of DirectorsBoard of directors (BOD) is where you discuss decision around the company:
- How to design the board structure
- Board diversity
- What about gender pay gap in boards
It is also the ultimate governing body within the corporation, they need to look after the
interest of all the shareholders.
Executive compensation consists of:
- Fixed base; salary and pension for example
- Variable; equity (stock, options, and bonus)
Board structures
1. One-tier board (US), where both the executive and non-executive directors sit.
Advocates of one-tier board: supervisory boards do not know the necessary information to be
effective monitors of the executive directors
2. Two-tier board (Germany), where the two boards are the supervisory board (non-
executive directs. For example, the shareholders representatives) and the management
board (consist of the top management of the company and is normally chaired by the
CEO)
Advocates of two-tier boards: having two separate boards ensures the independence of the
non-executive directors. This guaranties the ethical conduct of the corporation
Management is responsible of both executives and non-executives sit
One Tier Boards > US, UK, Spain, Italy
Two Tier Boards > Germany, Norway, China
France is in-between these two
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