Corporate boards play a central role in corporate governance and are thus regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards considerable differences remain. These differences depend partly on shareholder structure, partly on historical, political and social developments and especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes. This book analyses the corporate boards, their regulation in law and codes and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). It offers the most up to date practical and analytical information on boards in Europe by leading company law experts. The issues addressed include: board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism.

The concept of internal control has developed along with audit practice. As demands have been made for greater accountability in corporate governance, the significance of internal control systems in companies has increased. Traditionally internal control has had a fairly direct relationship to financial reporting quality but wider approaches to internal control have expanded those boundaries much further. Stakeholders are increasingly concerned with the effectiveness of internal controls, and disclosure requirements are making firms to go public with regard to their internal control systems. From a design perspective, current research suggests that internal control designs are contingent upon variables such as company strategies, risk appetite, regulatory characteristics, and organizational size. Also there is much to learn about internal control quality, and the way internal control quality is associated with overall corporate governance quality. This book fills that gap.

Looks at governance structures and corporate governance codes in four separate European states: France, the Netherlands, Sweden and the UK.

This edited collection provides a structured and in-depth analysis of the current use of multiple approaches beyond quotas for resolving the pressing issue of gender inequality, and the lack of female representation on corporate boards. Filling the gap in existing literature on this topic, the two volumes of Gender Diversity in the Boardroom offers systematic overviews of current debates surrounding the optimisation of gender diversity, and the suggested pathways for progress. Focusing on sixteen European countries, the skilled contributors explore the current situation in relation to women on boards debates and approaches taken. They include detailed reflections from critical stakeholders, such as politicians, practitioners and policy-makers. Volume 2 focuses on eight European countries having multiple approaches beyond quotas and is a promising and highly valuable resource for academics, practitioners, policy makers and anyone interested in gender diversity because it examines and critiques the current corporate governance system and national strategies for increasing the share of women not only on boards, but within companies beyond the boardroom.