Foren in 'Corporate Governance'
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Collection of Legal Texts
collection of legal texts related to the topic; no claim to completeness
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Training Courses and Certifications
advice and information on courses and training programmes related to the topic
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Foundation of Corporate Governance
ethics as the foundation of corporate governance; purpose of the organization; definition of corporate governance; principles of corporate governance; governance structure
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Shareholding
right to vote; one share, one vote; decision-making; statute and articles of incorporation; solving conflicts and controversy between shareholders; shareholders’ agreement; general meeting or shareholders’ meeting; participation of shareholders and administrators; duties; convening notice, documentation, and dynamics; nomination of board members; rules for voting and shareholder register; conflict of interest in the general meeting or shareholders’ meeting; transfer of control; policy for the distribution of profits
Unterforen:
Initial Authorization,
Changes in the Shareholding
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Organisation and Execution of AGMs / EGMs
regular, scheduled meetings focused on annual reporting and routine corporate governance matters; special meetings convened to address urgent or significant issues that arise between AGMs; preparation, invitation; schedule and agendas; material and preparation for meetings; behavioral aspects; guests to board meetings; exclusive sessions; preparation and disclosure of minutes; follow-up; use of certain systems to support directors and other persons involved
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Procedure for the Approval of the Members of the Management Body/Governing Body and the Conducting Officers
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Independence of the ManCo’s/AIFM's Bodies from the Depositary
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Board of Directors | Governing Body
duties; composition of the board of directors; selection and qualification of board members; independence of board members; term of office; time availability; chairman or chairwoman of the board; board committees; composition of the board committees; qualifications and commitment; evaluation of the board and its members; evaluation of the chief executive officer and the executive management; succession planning; integration and continuing education of board members; board interlocking; compensation of board members; budget of the board and external consulting; internal regiment; confidentiality; relationships; advisory board
Unterforen:
Required Number,
Requirements regarding the Skills, Experience and Good Repute and the Composition,
Conditions for performing Multiple Mandates,
Obligations regarding Meetings and Deliberations
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Executive Management | Senior Management
duties; nomination of executive management members; evaluation of the executive management; compensation of the executive management; relationships
Unterforen:
Required Number, Presence at the Registered Office and Contractual Relationship,
Requirements regarding the Skills, Experience and the Good Repute ,
Organisation of the Senior Management,
Obligations regarding Meetings and Deliberations
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Supervisory and Control Bodies (from a director's perspective)
independent auditors; independence; internal auditors; risk management; internal controls; compliance
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Rules of Conduct
ensures that everyone in an organization understands the expected standards of behavior and the values the organization upholds
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Management Information and Internal Reporting System
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Approval of New Business Relationships and New Products - -
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Manual of Procedures
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Whistleblowing
legal protections; ethical considerations; whistleblower channels; procedures for reporting; types of misconduct; consequences for whistleblowers; support systems; privacy and anonymity; organizational culture; impact on organization
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Related Parties Transactions
definition and identification; regulatory framework; disclosure Requirements; approval Process; fairness and arm's length principle; audit and compliance; conflict of interest; impact on financial statements; governance and best practices; economic and legal implications; disclosure challenges; solutions to improve transparency
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Market Abuse Regulation (MAR)
prevent market abuse, including insider trading, unlawful disclosure of inside information, and market manipulation; aims to increase market integrity and investor protection by ensuring transparency and fair practices in financial markets
Unterforen:
Managers’ Transactions,
Delay of Disclosure of Inside Information,
Insider Lists,
Suspicious Transaction and Order Reports (STORs),
Buyback Programmes and Stabilisation Transactions
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