Chapter 7: Corporate Governance: the legal framework Flashcards
executive director
work in companies on a day-to-day basis
non-executive directors
are not making career in the company and are critical (not a member of the executive management team)
chairman of the board
main person of the board
alternative director
is a person who replaces the director when he/she falls ill
shadow director
someone that is functioning as a director but not an appointed director
one tier board system
there is no system of supervisory boards
two tier board system
management board and a supervisory board
work council
committees of employee representatives which consult with management
self-dealing rule
directors have the duty to disclose the interests behind a transaction
secretaries
officers of the company –> responsible for following company law procedures
auditor
external accountant –> examines companies financial situation in order to draw up the annual accounts –> owes a duty of care to the company
membership contract
contract between employer and employees and between employees to outline expectations for both parties
ordinary resolution
straight majority
special resolutions
75% majority
derivative actions
on behalf of the company for a wrongdoing to the company
