15-16 January 2018, Leeds, England
Boards of directors are at the centre of corporate governance because they are at the heart of companies. It is the board that manages a company and determines the direction in which it will head. In some jurisdictions such as the US they have immense power. Corporate governance systems provide that companies must have one board, two boards or companies may choose to have one or the other. In all companies, whether they reflect dispersed or concentrated ownership, and whatever the objective of a company is seen to be, the make-up of the board and their proceedings are critical issues for corporate governance.
Legislation and codes of corporate governance have provided some specifications as to who must act as members of boards, such as requirements to have a certain number of non-executive directors or independent directors as members of one-tier boards, but there has been significant debate about whether what has been prescribed needs re-thinking. There have many calls for greater diversity in boards, especially in relation to gender, and calls for representation on boards of wider interests than just shareholders (most recently evidenced by the UK’s government inquiry into corporate governance reform). So, who should act as members of single boards; members of management and/or supervisory boards? Is it appropriate for jurisdictions which require one tier or two boards to be less prescriptive? Is it time to rethink the structure of the board?
Deakin University, Australia
In early 2013 Professor Jean du Plessis, School of Law, Deakin University (Australia), was awarded the Anneliese Maier Research Award by the German Alexander von Humboldt Foundation. He was nominated for this award by Professor Ingo Saenger, University of Muenster (Germany). The award covers the period 1 March 2013 – 28 February 2018. The central theme of research that will is explored under this award fis the further internationalisation of the German corporate law and corporate governance systems. This is done under the general banner, International Corporate Governance and Law (ICGL).
As part of the expectations under the Award, a Forum was held on 4 November 2013 in Muenster (Germany). All the papers delivered at this Forum were published in a Special Issue of the European Business Law Review.
On 20 October 2014 another Forum was held in Melbourne, Australia. All the papers were published in a Special Issue of the Deakin Law Review – see https://ojs.deakin.edu.au/index.php/dlr/issue/view/84. In 2016 two ICGL Forums were held: The first 2016 Forum was held in Hong Kong on 25 and 26 April 2016 – see http://2016.icgl.org.au/. Springer Verlag published all the papers (Du Plessis and Low (eds), Corporate Governance Codes for the 21st Century, Springer Verlag, Switzerland (2017) (http://www.springer.com/gp/book/9783319518671). The theme for that Forum was “Reflections on Voluntary Corporate Governance Codes: Is it now time to move on from a ‘soft law’ approach to a ‘hard law’ approach?” – see http://2016.icgl.org.au/significance/. The second 2016 ICGL Forum was held in Beijing on 14-15 December 2016 – see http://2016-beijing.icgl.org.au/. The papers will be published by Springer Verlag in early 2018.