The following In-house Advisor practice note provides comprehensive and up to date legal information covering:
The following jurisdictions are covered in this report:
Bermuda; Brazil; China; France; Germany; Hungary; India; Indonesia; Italy; Japan; Luxembourg; Malaysia; Mexico; Netherlands; Nigeria; North Macedonia; Norway; South Korea; Spain; Switzerland; Thailand; Turkey; United Kingdom; USA; Vietnam
The set of questions relating to the topic of Corporate Governance and answered by the guide for each jurisdiction covered include:
What are the primary sources of law, regulation and practice relating to corporate governance? Is it mandatory for listed companies to comply with listing rules or do they apply on a ‘comply or explain’ basis?
What are the primary government agencies or other entities responsible for making such rules and enforcing them? Are there any well-known shareholder or business groups, or proxy advisory firms whose views are often considered?
What powers do shareholders have to appoint or remove directors or require the board to pursue a particular course of action? What shareholder vote is required to elect or remove directors?
What decisions must be reserved to the shareholders? What matters are required to be subject to a non-binding shareholder vote?
To what extent are disproportionate voting rights or limits on the exercise of voting rights allowed?
Are there any special requirements for shareholders to participate in general meetings of shareholders or to vote? Can shareholders act by written consent without a meeting? Are virtual meetings of shareholders permitted?
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What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of association, and•any resolutions and agreements affecting a company’s constitutionThe CA 2006 definition of 'constitution' is not exhaustive and also
BREXIT: UK is leaving EU on Exit Day (as defined in the European Union (Withdrawal) Act 2018). This has an impact on this Practice Note. For further guidance on the impact of Brexit on e-money requirements, see Practice Note: Impact of Brexit: Payment services and electronic money directives—quick
Part 8 of the Corporation Tax Act 2009 (CTA 2009) is a specific corporation tax regime that applies exclusively to the gains and losses of intangible fixed assets. Note, however, that certain intangible fixed assets are excluded from the regime, see Practice Note: Excluded intangible fixed
Source of the doctrine of the separation of powersThe origins of the doctrine are often traced to John Locke’s Second Treatise of Government (1689), in which he identified the 'executive' and 'legislative' powers as needing to be separate.‘… it may be too great a temptation to human frailty, apt to
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