Fic rEcommEndationS - Eurobank EFG

COMPANY LAW
WHitE BooK BaLancE ScorE card
Recommendations:
Initroduced
in the WB:
Significant
progress
Certain
progress
No
progress
The legal regime for partnership should be changed to allow for the limited
liability of partners in a partnership.
2010 √
It is necessary for the provisions on exclusive jurisdiction in case of dispute
resolution to be harmonised with the Foreign Investment Law.
2009 √
It is necessary to adjust the provisions on maintenance of the charter capital
value with the provisions on liquidation of the companies.
The provisions on squeeze-out should be amended so that squeeze-out
procedure can be carried out when the relevant threshold is reached and
2009 √
should not depend on the successful public take over bid aiming at reaching
the threshold of 95 percent of total shares. There should also be no
time limitation to exercise this right.
2009 √
In order to address the problems regarding harmonisation of the Law on Securities and Other Financial Instruments Market and
the Company Law, among other, there should be following changes:
with respect to listed and unlisted companies there should be comprehensive
coverage of this matter in the Law on Securities and Other Financial
Instruments Market.
the Securities Commission shall be removed from the unnecessary pro-
2008 √
cess of approving an increase in capital after shareholders have already
made an investment decision to provide the additional capital.
the provisions on limitations to the authority of the representatives of a
company should be regulated in a legally certain manner, determining
2008 √
clearly the types of limitations which are permissible and effective towards
third parties. Also, the provisions on the Law on Contracts and Torts in
this matter should be aligned with the Company Law.
2008 √
With respect to corporate governance, the Law should be amended in a following manner:
the concept of the supervisory board, as currently constituted, should
be revised and amended so that there is only one shareholder-elected
board, called either the “supervisory board” or the “board of directors”
responsible for overseeing the management and business affairs of the
company.
the Law should provide for an audit committee in most companies as
optional, and should require as mandatory an audit committee in listed
2009 √
companies which should consist of independent members of the board
who has functions pertaining primarily to overseeing the internal audit
function, the external audit process, and financial reporting.
the Company Law should require an internal audit function in all listed
2009 √
companies. The internal audit function should consist of full-time staff
members and the head of the internal audit function should report to
the board, either directly or through the board’s audit committee.
2009 √
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