阅读资料第六份Board Models in Europe.（Klaus J. Hopt）

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阅读资料第六份
Abstract
The struggle for effi cient internal management control is the centre of the corporate
governance debate in Europe since the incorporation of the Dutch Verenigde Oostindische
Compagnie in 1602. Recent developments in Europe illustrate a trend towards specialised
rules for listed companies and indicate growing convergence of internal control
mechanisms independent of board structure.
The revised Combined Code in the United Kingdom and also the French revised Principles
of Corporate Governance, both of 2003, strengthen the presence of independent directors
on one-tier boards in Europe. Another systemic break-through for the two-tier board model
is the growing tendency to separate the positions of CEO and board chairman. For the
German two-tier structure, the strengthening of the strategic role of the supervisory board
(Aufsichtsrat) by the new German Corporate Governance Code of 2002 means an attempt
to incorporate a key advantage of the one-tier model. Similarly, the control duties of the
Italian internal auditing committee (collegio sindacale) were extended by the Testo Unico
of 1998 and bring the Italian second board closer to the German supervisory board.
The common trend to stricter standards of independence is challenged in Germany by its
rigid concept of co-determination and, to a lesser extent, by the more fl exible model of
labour participation in France. Director’s duties and liabilities and also derivative actions
are a focus of the reform debate in Germany since 1998 and are currently under review
in the United Kingdom. After the Enron debacle the interplay between internal control
devices and independent external auditing has become a major focus of interest in all
countries considered. Driven by Anglo-Saxon codes of conduct audit committees today
serve as a common denominator for good corporate governance.
Though formal convergence is strong company organs in each country take on their own
specifi c garment. Path dependent system development especially depends on shareholder
structures and banking systems. The trend to greater structural fl exibility on board level is
strongly triggered by the introduction of a threefold board model choice under the French
Loi Nouvelle Régulations Economique of 2001 and under the Italian Vietti-Reform that is
in force since January 2004.

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关键词：models Europe Klaus model Board models Europe Board Klaus Hopt