Is the typical governing body a single board or comprised of more than one board?
The typical governing body of an Austrian public company consists of a two-tier board, even though the two-tier board structure is only mandatory for the JST. In the following, we focus on the supervisory board and provide our comments to the management board in the next section.
As already mentioned, Brazilian companies are managed by a board of directors* and by an executive office. Brazilian companies may also install a fiscal board, which does not have the nature of a managerial body but rather of a supervisory body. For the purposes of this questionnaire, we are deeming the board of directors as the typical governing body of a Brazilian company.
*Closely held companies are not required to have a board of directors.
Among publicly traded French companies, about half adopt the unitary (moniste) structure with the board headed by the DG, and about 30% have a single board structure but with the board chaired by a person other than the DG. The remaining 20% of listed companies have a two-tier (dualiste) structure, either being SAs with a supervisory board and management board or, in a few cases, having the form of an SCA.
Companies not publicly traded most often are constituted as either a single-tier SA, an SAS managed by its president or an SARL with one or more managers (gérants).
A stock corporation has two boards, the Management Board and the Supervisory Board, see above (1) and (2). In rare cases of the German monistic SE, a company has only one board but only circa 100 such companies are active in Germany. These are typically companies with fewer than 500 employees in Germany, where the law does not require employee co-determination on the board.
The typical governing body in Greece is a single board of directors (i.e Greece follows one-tier governing model). Among the board of directors’ duties, is the management of the company, its judicial and out-of-court representation. The board shall consist of at least 3 members and not more than 15, the exact number of which is determined by the general meeting of the shareholders or the articles of incorporation.
Furthermore, for extra small or small sized companies, the Law provides for the possibility of appointment of a single-member administrative body (director-manager) elected by the general meeting. The consultant-manager shall always be a natural person and the same rules applicable to the board of directors shall apply as such. Large and medium-sized companies or companies with shares admitted to a regulated market, are exempted from the possibility of appointing a single-member board.
The board of directors may delegate the powers of management and representation of the company to one or more persons, members or non-members, if so permitted, in accordance with the articles of incorporation. The articles of incorporation may also authorize the board of directors or require the board to entrust internal control to one or more non-members.
Additionally, following a respective provision in the articles of incorporation or a resolution of the board of directors, an executive committee may also be elected and be delegated certain powers or functions of the board of directors. In such a case, the composition, responsibilities, tasks and manner of decision-making of the executive committee, as well as any matter relating to its operation, shall be governed by the articles of incorporation or the resolution of the board of directors that elected the committee.
The Hellenic Federation of Enterprises has also issued a Code of Corporate Governance, which is not mandatory for companies but rather soft law. Such Code provides for companies admitted to a regulated market, that further to the board of directors, an audit committee shall be established for auditing the financial information, the efficient operation of the internal audit of the company, risk management and for auditing the independency and objectiveness of the auditors of the company.
Unlike other common law jurisdictions, companies incorporated under the Companies Ordinance are required to have a unitary board structure. The board will consist of all the directors of the company including executive and non-executive directors, which bear the ultimate responsibility to manage and supervise the company and to protect the interests of shareholders. All decisions made by directors should pass through the board at meetings held with the necessary quorum. The board and the company’s senior management are closely tied to each other but the board will usually delegate some of its powers to the senior management and appoint executives to manage the day-to-day business operations.
The governing body is the board of directors, the members of which are appointed by the shareholders' meeting. The board supervises the execution of the duties by each of the directors and executive officers and, at the same time, appoints its representative directors (in the cases of a company with statutory auditors and a company with an audit and supervisory committee) and executive officers (in the case of a company with three committees). Since these executives can concurrently serve as directors, the so-called two-tier board structure is not employed in Japan.
It is worth mentioning, however, that if a company has statutory auditors, the statutory auditors are appointed by a shareholders' meeting separately from directors. These statutory auditors cannot concurrently serve as directors.
As per 2. above, stock companies may opt for a one-tier or two-tier board structure.
The typical governing body is comprised of a single BOD. Under the KCC, the BOD of a Company occupies the dual role of the executive organ with decision-making authority for important matters and the supervisory organ which exercises oversight over the Company’s management. In addition to the BOD, a Company can adopt the executive officer system, in which case, the executive officer has authority to make decisions on the duties delegated by the AOI or BOD resolutions.
The mandatory governing body of Swiss companies limited by shares is the board of directors. By default, the law provides for a one-tier board system, i.e. the board is responsible for the management of the company and represents the company in relation to third parties.
However, it is possible – and standard for listed or other larger companies – that the board delegates the daily business to the executive management / an executive committee (see question 2 above). This results in a two-tier governance structure in which the board of directors is mainly tasked with the ultimate direction and strategy of the company as well as the oversight over the executive management. The executive management may be personally fully separated from the board, or certain members of executive management (such as the CEO) may also sit on the board (see question 15).
The typical governing body of a corporation is one board that oversees the management team’s operation of the company. A board can consist of anywhere from 1 to 15 or more directors and is often comprised of individuals with a wide variety of skill sets that are relevant to the company. Currently, 72 percent of the boards of companies included in the S&P 500 Index have between 9 and 12 directors. Some boards elect all directors annually and others have longer, staggered terms (typically three years).
Manager-managed LLCs are governed by either a single manager or one board of managers. A member-managed LLC has no governing body but is instead managed by all of the members of the LLC or a managing member.
Companies generally have a single board (which is made of a balance of executive and non-executive directors) which would typically have power to delegate matters, for example, to individuals or committees.
The default corporate governance system is the so-called “traditional” one, which is the most commonly used (see point 2 above). As mentioned above, joint stock companies may also opt-in – by means of an explicit by-laws provisions – for implementing one-tier (monistico) or two-tier (dualistico) corporate governance systems (see point 2 above).
As mentioned, the governing body may be either a board of directors or a sole director.
Also, committees serving specific functions or tasks may be established within the board, either discretionally (non-listed and non-supervised entities) or mandatorily (listed companies, banks, financial institutions, etc.).
Governing body of the companies is comprised of one board typically which is the BoD in JSCs and BoM in LLCs. However, there may be other voluntary boards within the company. Especially in public companies these additional boards are commonly seen.
As mentioned above, in the case of a SàRL, only a single tier system is provided for by law. With respect to the SA, despite the fact that both a single and a double tier systems are permitted, in the vast majority of cases, the SAs are organized as a single tier system.
Ukrainian JSCs are governed by the executive board (or CEO) and the supervisory board. Meanwhile, LLCs usually have only CEO or, rarely, collective executive board, without supervisory board. See also question 2.
For the purposes of this questionnaire, the supervisory board in a JSC will hereinafter be deemed as the “governing body”. Questions pertaining to the executive board will be addressed in the section describing management.
The law does not stipulate the term of office, election procedure and composition of a supervisory board in a LLC. These issues in a LLC are determined in the charter adopted by the GM. Therefore, questions below concerning the governing body will focus exclusively on JSCs.
Australian companies are typically comprised of a single board of directors.