Interest of company and interest of shareholder Interest of the company is determined by the interests of all its shareholders groups. Due to the differences of interest, between the groups may occur a conflicts, which may have a negative effect both on the image of your company, as well as on its financial results. In recent years there has been an increase in awareness of the importance of corporate governance – we can watch general opinion, that observance of the principles of corporate governance goes into a stronger market position of the company. The term corporate governance may be translated as corporate supervision, , corporate governancemonitoring or control. It is a system of formal and informal rules of conduct, whose principal aim is to ensure a balance between the interests of all parties involved in the operation of the companies (investors, the Board of Directors and other managers, employees, business partners). If we want to indicate the key elements of corporate governance, it would list the following items: -action in the interest of the company, -loyalty and fairness to all parties involved in the operation of the company -goals and criteria for the evaluation of the of their implementation, -creating a rational organizational structure -efficient communication, -effective internal and external control In assessing the implementation of the standards of corporate governance by the company, shall be taken into account such factors as the financial transparency, the transparency of the ownership structures, as well as relationships with shareholders and compatibility of the shareholders interests with the interests of the Board (and other executives) of a company. The themes of corporate governance is the subject of numerous ongoing discussions at the international level, and the goal of these discussions is to try to answer the question about the appropriate selection of legal and economic mechanisms, that optimize decision making rules and allocation of rights of control over the company. The international character of the concerning good practices reflect the numerous studies on national corporate governance models and transferability of various experiences and policies between different markets. There are a variety sources of standards governing the relationships between the shareholders and the managers, and regulating the principles of acting of a public companies: a) in all markets operate applicable law (e.g. in Poland relevant regulations in the Code of Commercial Companies, the laws governing the capital market, the law on accounting, banking, insurance law). b) in the European Union there are directive and Community regulations and recommendations of the European Commission c) so-called soft law or codes of good practices – these are only guidelines addressed to the legislature, or directly to the public companies. In this context, it is worth to mention the code "Principles of corporate governance of the OECD" or prepared by a Good Practice Committee document "Good practices for WSE listed companies". As mentioned earlier, one of the goals of corporate governance is the bridging of the conflict between the interests of the company and the interests of the shareholders. Complicated structure and a large number of units involved in the company actions creates an area of potential conflict. To guarantee the company a smooth decision-making mode, it is adopted the principle of majority. The application of the principle of unanimity would certainly result with a many cases of malicious blocking of resolutions by small shareholders.. Such an approach is the most logical, however, can lead to violations of the rights of minority shareholders, in particular to hide from shareholders critical information about the company, or the acquisition of control of the company without buying minority shareholders. In the light of the issues described in this article, there is a win-win for all parties appears to offer active participation of small and minority shareholders at the GM. Although the strength of the voice of those shareholders is small, however, they are entitled to certain rights – i.e. the right to information. "Open the door to the Chamber of the GM" policy is slowly becoming the standard in public companies. It is worth to draw attention to the existence of specific barriers, which hinder shareholders participate in the GM - first and foremost about the barrier associated with the costs -for small shareholders the cost of the journey may prove to be too high in relation to the expected "profits" arising from participation in the GM At this point it is worth mentioning the possibility of the participation of shareholders at theGM by electronic means. Talking about a wide range of solutions-from video webcast , by two-way communication by electronic means of until the full participation in the GM. The system Remote Voting offered by Net Event company, gives you the opportunity to observe the conduct of the GM, refer to a variety of electronic documents (draft resolutions, reports of the Management Board and the Supervisory Board, etc), and finally to vote. Talking about the “virtualisation” of GM should bear in mind the fact that it is true that reduction of the costs of participation in the proceedings becomes a strong stimulus to encourage a small shareholder to use their rights, however, it is essential to educate shareholders about the abolition of the barriers is a lack of adequate knowledge of the shareholders on topics related to technology. To get the satisfactory effect as a high turnout of the shareholders at the GM in its electronic edition, you must perform certain actions of an educational-can it be both at the level of activities of the company, as well as initiatives taken by many market participants.
Posted on: Tue, 24 Sep 2013 14:33:34 +0000
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