LIECHTENSTEIN Law and Practice Contributed by: Alexander Appel, Andreas Schurti and Hemma Kohlfürst, Schurti Partners Attorneys at Law Ltd
2. Corporate Management 2.1 Principal Bodies or Functions
1.3 Companies With Publicly Traded Shares As very few Liechtenstein companies have issued shares that are publicly traded, there is no compre - hensive, specific corporate governance legislation in separate laws or rules. However, the PCA includes some mandatory corpo - rate governance requirements for listed companies with shares that are publicly traded. In particular, an undertaking of public interest must have a committee separate from its supreme executive body ( Prüfung- sausschuss ). It is the task of this committee to review and supervise the internal accounting, control and risk management systems, as well as sustainability report - ing, and to report its findings to the supreme executive body of the company. Furthermore, Liechtenstein companies that have issued shares publicly traded in another EEA mem - ber state must issue a corporate governance report as part of their annual report. This corporate governance report must, inter alia, include all relevant information on the corporate governance policies and practices (including any specific corporate governance code) that the company is subject to. Additionally, compa - nies listed on stock exchanges within the EEA must publish the voting results of their general meetings in a transparent manner on their website. Finally, the TPEA contains noteworthy corporate governance provisions As mentioned in 1.2 Corporate Governance Legis- lation and Regulation , Liechtenstein recently imple - mented the TPEA, which came into force last year. This legislation regulates the operation and supervi - sion of trading venues and stock exchange compa - nies. As part of an overhaul of financial market leg - islation, it implements EU directives and clarifies the regulatory requirements relating to algorithmic trad - ing, market supervision and the admission of financial instruments. However, there is still no Liechtenstein stock exchange. As some Liechtenstein companies are listed on foreign stock exchanges in EEA member states, the TPEA includes a few mandatory corporate governance requirements for these companies. for stock exchange operator companies. 1.4 Stock Exchange Requirements Developments
The fundamental structure of a Liechtenstein corpo - ration (AG) is not very complex. The vast majority of Liechtenstein corporations have a one-tier system, which provides for a board of directors. The supreme executive/management body of a Liechtenstein cor - poration is the board of directors. Additional supervi - sory bodies are not common in Liechtenstein, but are permissible under statutory law. It is possible for the board of directors to directly man - age the corporation. Alternatively, as is the case in larger corporations, the board of directors can del - egate operations and daily management to the exec - utive management ( Geschäftsleitung ). Liechtenstein law allows such delegation to be very comprehensive. However, the general supervision duty and the ulti - mate responsibility to keep the corporation in a finan - cially sound condition must not be delegated. Delega - tion to the executive management must be dealt with in separate organisational regulations ( Organisation- sreglement ). It is also possible that such regulations permit “personal overlaps” such that a board member can also be a member of the executive management. The organisational regulations must define the powers that remain with the board of directors and the pow - ers that are delegated to the executive management body. Liechtenstein law does not require board members to comply with any statutory independence require - ments. Nonetheless, case law has adopted, in some decisions, the principle that in order to avoid or miti - gate personal liability, a board member must have sufficient availability, capacity and time to duly and carefully fulfil its obligations as a board member in a corporation. Employees are not entitled to send representatives to sit on the board of directors of a Liechtenstein corpo - ration. Nonetheless, it is possible that the articles of a corporation provide that a member of the employees is entitled to a seat on the board.
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