i Table of contents 890

Corporate Governance 2025

Definitive global law guides offering comparative analysis from top-ranked lawyers

INTRODUCTION		7
Contributed by James Palmer, Gareth Sykes and Isobel Hoyle, Herbert Smith Freehills Kramer		7
ARMENIA		12
Law and Practice		12
Contributed by HAP		12
Trends and Developments		37
Contributed by HAP		37
BAHRAIN		43
Law and Practice		43
Contributed by Hassan Radhi & Associates		43
BURKINA FASO		62
Law and Practice		62
Contributed by SCP Yanogo Bobson		62
CABO VERDE		76
Law and Practice		76
Contributed by Raposo Bernardo & Associados		76
Trends and Developments		93
Contributed by Raposo Bernardo & Associados		93
CANADA		99
Law and Practice		99
Contributed by Fasken		99
Trends and Developments		116
Contributed by Dentons		116
CHILE		132
Law and Practice		132
Contributed by Clyde & Co Chile		132
Trends and Developments		156
Contributed by Clyde & Co Chile		156
CHINA		163
Law and Practice		163
Contributed by Global Law Office		163
COLOMBIA		185
Law and Practice		185
Contributed by Baker McKenzie S.A.S.		185
Trends and Developments		200
Contributed by Baker McKenzie		200
CÔTE D’IVOIRE		208
Law and Practice		208
Contributed by Houda Law Firm		208
Trends and Developments		229
Contributed by Houda Law Firm		229
ETHIOPIA		237
Law and Practice		237
Contributed by TBeST Law LLP		237
FRANCE		257
Law and Practice		257
Contributed by Aurès		257
GEORGIA		279
Law and Practice		279
Contributed by Andersen in Georgia		279
GERMANY		293
Law and Practice		293
Contributed by POELLATH		293
Trends and Developments		315
Contributed by Freshfields		315
GHANA		324
Law and Practice		324
Contributed by Addison Bright Sloane		324
Trends and Developments		345
Contributed by Addison Bright Sloane		345
GIBRALTAR		354
Law and Practice		354
Contributed by ISOLAS LLP		354
INDONESIA		374
Law and Practice		374
Contributed by SSEK Law Firm		374
Trends and Developments		396
Contributed by SSEK Law Firm		396
IRAQ		402
Law and Practice		402
Contributed by MENA Associates in association with AMERELLER		402
Trends and Developments		415
Contributed by MENA Associates in association with Amereller		415
ITALY		420
Law and Practice		420
Contributed by FIVERS Studio Legale e Tributario		420
JAMAICA		444
Law and Practice		444
Contributed by Henlin Gibson Henlin		444
JAPAN		462
Law and Practice		462
Contributed by Nagashima Ohno & Tsunematsu		462
Trends and Developments		484
Contributed by Anderson Mori & Tomotsune		484
KENYA		493
Law and Practice		493
Contributed by Kieti Law LLP		493
Trends and Developments		510
Contributed by Kieti Law LLP		510
LIECHTENSTEIN		517
Law and Practice		517
Contributed by Schurti Partners Attorneys-at-Law Ltd.		517
MALAYSIA		531
Law and Practice		531
Contributed by David Lai & Tan		531
Trends and Developments		554
Contributed by David Lai & Tan		554
MEXICO		560
Law and Practice		560
Contributed by Aziz & Kaye Abogados, S.C.		560
NETHERLANDS		580
Law and Practice		580
Contributed by Stibbe		580
NEW ZEALAND		611
Law and Practice		611
Contributed by Webb Henderson		611
NIGERIA		634
Law and Practice		634
Contributed by Jackson, Etti & Edu		634
Trends and Developments		652
Contributed by Jackson, Etti & Edu		652
PORTUGAL		659
Law and Practice		659
Contributed by Santiago Mediano e Associados, SP, RL		659
PUERTO RICO		683
Law and Practice		683
Contributed by Ferraiuoli LLC		683
SENEGAL		698
Law and Practice		698
Contributed by Houda Law Firm		698
Trends and Developments		719
Contributed by Houda Law Firm		719
SERBIA		724
Trends and Developments		724
Contributed by Gecić Law		724
SOUTH AFRICA		734
Law and Practice		734
Contributed by ENS		734
SOUTH KOREA		764
Law and Practice		764
Contributed by Lee & Ko		764
Trends and Developments		783
Contributed by Lee & Ko		783
SWITZERLAND		790
Law and Practice		790
Contributed by Schellenberg Wittmer Ltd		790
TÜRKIYE		812
Law and Practice		812
Contributed by Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership		812
Trends and Developments		831
Contributed by Balcıoğlu Selçuk Eymirlioğlu Ardıyok Keki Attorney Partnership		831
UK		840
Law and Practice		840
Contributed by Herbert Smith Freehills Kramer		840
USA		862
Law and Practice		862
Contributed by Sullivan & Cromwell LLP		862
Trends and Developments		886
Contributed by Sullivan & Cromwell LLP		886
1. Introductory		15
1.1 Forms of Corporate/Business Organisations		15
1.2 Sources of Corporate Governance Requirements		16
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		17
2. Corporate Governance Context		17
2.1 Hot Topics in Corporate Governance		17
2.2 ESG Considerations		18
3. Management of the Company		19
3.1 Bodies or Functions Involved in Governance and Management		19
3.2 Decisions Made by Particular Bodies		19
3.3 Decision-Making Processes		20
4. Directors and Officers		21
4.1 Board Structure		21
4.2 Roles of Board Members		21
4.3 Board Composition Requirements/Recommendations		22
4.4 Appointment and Removal of Directors/Officers		22
4.5 Rules/Requirements Concerning Independence of Directors		23
4.6 Legal Duties of Directors/Officers		23
4.7 Responsibility/Accountability of Directors		24
4.8 Consequences and Enforcement of Breach of Directors’ Duties		24
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		25
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		26
4.11 Disclosure of Payments to Directors/Officers		27
5. Shareholders		27
5.1 Relationship Between Companies and Shareholders		27
5.2 Role of Shareholders in Company Management		28
5.3 Shareholder Meetings		29
5.4 Shareholder Claims		30
5.5 Disclosure by Shareholders in Publicly Traded Companies		31
6. Corporate Reporting and Other Disclosures		32
6.1 Financial Reporting		32
6.2 Disclosure of Corporate Governance Arrangements		33
6.3 Companies Registry Filings		34
7. Audit, Risk and Internal Controls		35
7.1 Appointment of External Auditors		35
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		36
1. Introductory		46
1.1 Forms of Corporate/Business Organisations		46
1.2 Sources of Corporate Governance Requirements		47
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		48
2. Corporate Governance Context		50
2.1 Hot Topics in Corporate Governance		50
2.2 ESG Considerations		50
3. Management of the Company		51
3.1 Bodies or Functions Involved in Governance and Management		51
3.2 Decisions Made by Particular Bodies		52
3.3 Decision-Making Processes		52
4. Directors and Officers		53
4.1 Board Structure		53
4.2 Roles of Board Members		53
4.3 Board Composition Requirements/Recommendations		54
4.4 Appointment and Removal of Directors/Officers		54
4.5 Rules/Requirements Concerning Independence of Directors		54
4.6 Legal Duties of Directors/Officers		55
4.7 Responsibility/Accountability of Directors		55
4.8 Consequences and Enforcement of Breach of Directors’ Duties		55
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		56
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		56
4.11 Disclosure of Payments to Directors/Officers		56
5. Shareholders		56
5.1 Relationship Between Companies and Shareholders		56
5.2 Role of Shareholders in Company Management		57
5.3 Shareholder Meetings		57
5.4 Shareholder Claims		59
5.5 Disclosure by Shareholders in Publicly Traded Companies		59
6. Corporate Reporting and Other Disclosures		60
6.1 Financial Reporting		60
6.2 Disclosure of Corporate Governance Arrangements		60
6.3 Companies Registry Filings		60
7. Audit, Risk and Internal Controls		61
7.1 Appointment of External Auditors		61
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		61
1. Introductory		66
1.1 Forms of Corporate/Business Organisations		66
1.2 Sources of Corporate Governance Requirements		66
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		66
2. Corporate Governance Context		66
2.1 Hot Topics in Corporate Governance		66
2.2 ESG Considerations		66
3. Management of the Company		67
3.1 Bodies or Functions Involved in Governance and Management		67
3.2 Decisions Made by Particular Bodies		67
3.3 Decision-Making Processes		67
4. Directors and Officers		68
4.1 Board Structure		68
4.2 Roles of Board Members		68
4.3 Board Composition Requirements/Recommendations		69
4.4 Appointment and Removal of Directors/Officers		69
4.5 Rules/Requirements Concerning Independence of Directors		69
4.6 Legal Duties of Directors/Officers		70
4.7 Responsibility/Accountability of Directors		70
4.8 Consequences and Enforcement of Breach of Directors’ Duties		70
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		71
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		71
4.11 Disclosure of Payments to Directors/Officers		71
5. Shareholders		72
5.1 Relationship Between Companies and Shareholders		72
5.2 Role of Shareholders in Company Management		72
5.3 Shareholder Meetings		72
5.4 Shareholder Claims		73
5.5 Disclosure by Shareholders in Publicly Traded Companies		73
6. Corporate Reporting and Other Disclosures		74
6.1 Financial Reporting		74
6.2 Disclosure of Corporate Governance Arrangements		74
6.3 Companies Registry Filings		74
7. Audit, Risk and Internal Controls		75
7.1 Appointment of External Auditors		75
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		75
1. Introductory		80
1.1 Forms of Corporate/Business Organisations		80
1.2 Sources of Corporate Governance Requirements		81
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		81
2. Corporate Governance Context		82
2.1 Hot Topics in Corporate Governance		82
2.2 ESG Considerations		83
3. Management of the Company		83
3.1 Bodies or Functions Involved in Governance and Management		83
3.2 Decisions Made by Particular Bodies		83
3.3 Decision-Making Processes		84
4. Directors and Officers		85
4.1 Board Structure		85
4.2 Roles of Board Members		85
4.3 Board Composition Requirements/Recommendations		85
4.4 Appointment and Removal of Directors/Officers		86
4.5 Rules/Requirements Concerning Independence of Directors		86
4.6 Legal Duties of Directors/Officers		87
4.7 Responsibility/Accountability of Directors		87
4.8 Consequences and Enforcement of Breach of Directors’ Duties		88
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		89
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		89
4.11 Disclosure of Payments to Directors/Officers		89
5. Shareholders		89
5.1 Relationship Between Companies and Shareholders		89
5.2 Role of Shareholders in Company Management		90
5.3 Shareholder Meetings		90
5.4 Shareholder Claims		90
5.5 Disclosure by Shareholders in Publicly Traded Companies		91
6. Corporate Reporting and Other Disclosures		91
6.1 Financial Reporting		91
6.2 Disclosure of Corporate Governance Arrangements		91
6.3 Companies Registry Filings		91
7. Audit, Risk and Internal Controls		92
7.1 Appointment of External Auditors		92
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		92
1. Introductory		103
1.1 Forms of Corporate/Business Organisations		103
1.2 Sources of Corporate Governance Requirements		103
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		103
2. Corporate Governance Context		104
2.1 Hot Topics in Corporate Governance		104
2.2 ESG Considerations		105
3. Management of the Company		106
3.1 Bodies or Functions Involved in Governance and Management		106
3.2 Decisions Made by Particular Bodies		106
3.3 Decision-Making Processes		107
4. Directors and Officers		107
4.1 Board Structure		107
4.2 Roles of Board Members		107
4.3 Board Composition Requirements/Recommendations		107
4.4 Appointment and Removal of Directors/Officers		107
4.5 Rules/Requirements Concerning Independence of Directors		108
4.6 Legal Duties of Directors/Officers		108
4.7 Responsibility/Accountability of Directors		109
4.8 Consequences and Enforcement of Breach of Directors’ Duties		109
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		109
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		109
4.11 Disclosure of Payments to Directors/Officers		110
5. Shareholders		110
5.1 Relationship Between Companies and Shareholders		110
5.2 Role of Shareholders in Company Management		110
5.3 Shareholder Meetings		111
5.4 Shareholder Claims		112
5.5 Disclosure by Shareholders in Publicly Traded Companies		113
6. Corporate Reporting and Other Disclosures		114
6.1 Financial Reporting		114
6.2 Disclosure of Corporate Governance Arrangements		114
6.3 Companies Registry Filings		114
7. Audit, Risk and Internal Controls		115
7.1 Appointment of External Auditors		115
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		115
1. Introductory		136
1.1 Forms of Corporate/Business Organisations		136
1.2 Sources of Corporate Governance Requirements		137
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		137
2. Corporate Governance Context		138
2.1 Hot Topics in Corporate Governance		138
2.2 ESG Considerations		140
3. Management of the Company		140
3.1 Bodies or Functions Involved in Governance and Management		140
3.2 Decisions Made by Particular Bodies		141
3.3 Decision-Making Processes		142
4. Directors and Officers		143
4.1 Board Structure		143
4.2 Roles of Board Members		143
4.3 Board Composition Requirements/Recommendations		144
4.4 Appointment and Removal of Directors/Officers		145
4.5 Rules/Requirements Concerning Independence of Directors		145
4.6 Legal Duties of Directors/Officers		146
4.7 Responsibility/Accountability of Directors		147
4.8 Consequences and Enforcement of Breach of Directors’ Duties		147
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		148
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		149
4.11 Disclosure of Payments to Directors/Officers		149
5. Shareholders		149
5.1 Relationship Between Companies and Shareholders		149
5.2 Role of Shareholders in Company Management		150
5.3 Shareholder Meetings		150
5.4 Shareholder Claims		151
5.5 Disclosure by Shareholders in Publicly Traded Companies		151
6. Corporate Reporting and Other Disclosures		152
6.1 Financial Reporting		152
6.2 Disclosure of Corporate Governance Arrangements		152
6.3 Companies Registry Filings		153
7. Audit, Risk and Internal Controls		154
7.1 Appointment of External Auditors		154
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		154
1. Introductory		166
1.1 Forms of Corporate/Business Organisations		166
1.2 Sources of Corporate Governance Requirements		166
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		166
2. Corporate Governance Context		167
2.1 Hot Topics in Corporate Governance		167
2.2 ESG Considerations		167
3. Management of the Company		168
3.1 Bodies or Functions Involved in Governance and Management		168
3.2 Decisions Made by Particular Bodies		168
3.3 Decision-Making Processes		171
4. Directors and Officers		171
4.1 Board Structure		171
4.2 Roles of Board Members		172
4.3 Board Composition Requirements/Recommendations		172
4.4 Appointment and Removal of Directors/Officers		173
4.5 Rules/Requirements Concerning Independence of Directors		173
4.6 Legal Duties of Directors/Officers		174
4.7 Responsibility/Accountability of Directors		174
4.8 Consequences and Enforcement of Breach of Directors’ Duties		175
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		176
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		177
4.11 Disclosure of Payments to Directors/Officers		178
5. Shareholders		178
5.1 Relationship Between Companies and Shareholders		178
5.2 Role of Shareholders in Company Management		179
5.3 Shareholder Meetings		180
5.4 Shareholder Claims		180
5.5 Disclosure by Shareholders in Publicly Traded Companies		181
6. Corporate Reporting and Other Disclosures		181
6.1 Financial Reporting		181
6.2 Disclosure of Corporate Governance Arrangements		182
6.3 Companies Registry Filings		183
7. Audit, Risk and Internal Controls		183
7.1 Appointment of External Auditors		183
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		183
1. Introductory		189
1.1 Forms of Corporate/Business Organisations		189
1.2 Sources of Corporate Governance Requirements		190
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		190
2. Corporate Governance Context		191
2.1 Hot Topics in Corporate Governance		191
2.2 ESG Considerations		192
3. Management of the Company		192
3.1 Bodies or Functions Involved in Governance and Management		192
3.2 Decisions Made by Particular Bodies		193
3.3 Decision-Making Processes		193
4. Directors and Officers		194
4.1 Board Structure		194
4.2 Roles of Board Members		194
4.3 Board Composition Requirements/Recommendations		194
4.4 Appointment and Removal of Directors/Officers		194
4.5 Rules/Requirements Concerning Independence of Directors		195
4.6 Legal Duties of Directors/Officers		195
4.7 Responsibility/Accountability of Directors		195
4.8 Consequences and Enforcement of Breach of Directors’ Duties		195
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		196
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		196
4.11 Disclosure of Payments to Directors/Officers		196
5. Shareholders		196
5.1 Relationship Between Companies and Shareholders		196
5.2 Role of Shareholders in Company Management		197
5.3 Shareholder Meetings		197
5.4 Shareholder Claims		197
5.5 Disclosure by Shareholders in Publicly Traded Companies		198
6. Corporate Reporting and Other Disclosures		198
6.1 Financial Reporting		198
6.2 Disclosure of Corporate Governance Arrangements		198
6.3 Companies Registry Filings		199
7. Audit, Risk and Internal Controls		199
7.1 Appointment of External Auditors		199
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		199
1. Introductory		211
1.1 Forms of Corporate/Business Organisations		211
1.2 Sources of Corporate Governance Requirements		213
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		214
2. Corporate Governance Context		214
2.1 Hot Topics in Corporate Governance		214
2.2 ESG Considerations		214
3. Management of the Company		215
3.1 Bodies or Functions Involved in Governance and Management		215
3.2 Decisions Made by Particular Bodies		216
3.3 Decision-Making Processes		217
4. Directors and Officers		218
4.1 Board Structure		218
4.2 Roles of Board Members		218
4.3 Board Composition Requirements/Recommendations		218
4.4 Appointment and Removal of Directors/Officers		218
4.5 Rules/Requirements Concerning Independence of Directors		219
4.6 Legal Duties of Directors/Officers		220
4.7 Responsibility/Accountability of Directors		220
4.8 Consequences and Enforcement of Breach of Directors’ Duties		220
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		222
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		222
4.11 Disclosure of Payments to Directors/Officers		223
5. Shareholders		223
5.1 Relationship Between Companies and Shareholders		223
5.2 Role of Shareholders in Company Management		224
5.3 Shareholder Meetings		225
5.4 Shareholder Claims		226
5.5 Disclosure by Shareholders in Publicly Traded Companies		226
6. Corporate Reporting and Other Disclosures		226
6.1 Financial Reporting		226
6.2 Disclosure of Corporate Governance Arrangements		226
6.3 Companies Registry Filings		227
7. Audit, Risk and Internal Controls		228
7.1 Appointment of External Auditors		228
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		228
1. Introductory		240
1.1 Forms of Corporate/Business Organisations		240
1.2 Sources of Corporate Governance Requirements		241
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		241
2. Corporate Governance Context		242
2.1 Hot Topics in Corporate Governance		242
2.2 ESG Considerations		243
3. Management of the Company		243
3.1 Bodies or Functions Involved in Governance and Management		243
3.2 Decisions Made by Particular Bodies		245
3.3 Decision-Making Processes		247
4. Directors and Officers		248
4.1 Board Structure		248
4.2 Roles of Board Members		248
4.3 Board Composition Requirements/Recommendations		248
4.4 Appointment and Removal of Directors/Officers		248
4.5 Rules/Requirements Concerning Independence of Directors		248
4.6 Legal Duties of Directors/Officers		249
4.7 Responsibility/Accountability of Directors		249
4.8 Consequences and Enforcement of Breach of Directors’ Duties		249
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		249
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		249
4.11 Disclosure of Payments to Directors/Officers		250
5. Shareholders		250
5.1 Relationship Between Companies and Shareholders		250
5.2 Role of Shareholders in Company Management		250
5.3 Shareholder Meetings		251
5.4 Shareholder Claims		252
5.5 Disclosure by Shareholders in Publicly Traded Companies		252
6. Corporate Reporting and Other Disclosures		253
6.1 Financial Reporting		253
6.2 Disclosure of Corporate Governance Arrangements		254
6.3 Companies Registry Filings		254
7. Audit, Risk and Internal Controls		255
7.1 Appointment of External Auditors		255
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		256
1. Introductory		260
1.1 Forms of Corporate/Business Organisations		260
1.2 Sources of Corporate Governance Requirements		260
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		261
2. Corporate Governance Context		262
2.1 Hot Topics in Corporate Governance		262
2.2 ESG Considerations		264
3. Management of the Company		265
3.1 Bodies or Functions Involved in Governance and Management		265
3.2 Decisions Made by Particular Bodies		266
3.3 Decision-Making Processes		268
4. Directors and Officers		268
4.1 Board Structure		268
4.2 Roles of Board Members		269
4.3 Board Composition Requirements/Recommendations		270
4.4 Appointment and Removal of Directors/Officers		270
4.5 Rules/Requirements Concerning Independence of Directors		271
4.6 Legal Duties of Directors/Officers		271
4.7 Responsibility/Accountability of Directors		271
4.8 Consequences and Enforcement of Breach of Directors’ Duties		272
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		272
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		272
4.11 Disclosure of Payments to Directors/Officers		273
5. Shareholders		273
5.1 Relationship Between Companies and Shareholders		273
5.2 Role of Shareholders in Company Management		274
5.3 Shareholder Meetings		274
5.4 Shareholder Claims		275
5.5 Disclosure by Shareholders in Publicly Traded Companies		276
6. Corporate Reporting and Other Disclosures		276
6.1 Financial Reporting		276
6.2 Disclosure of Corporate Governance Arrangements		277
6.3 Companies Registry Filings		277
7. Audit, Risk and Internal Controls		277
7.1 Appointment of External Auditors		277
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		278
1. Introductory		282
1.1 Forms of Corporate/Business Organisations		282
1.2 Sources of Corporate Governance Requirements		282
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		282
2. Corporate Governance Context		283
2.1 Hot Topics in Corporate Governance		283
2.2 ESG Considerations		283
3. Management of the Company		283
3.1 Bodies or Functions Involved in Governance and Management		283
3.2 Decisions Made by Particular Bodies		284
3.3 Decision-Making Processes		285
4. Directors and Officers		286
4.1 Board Structure		286
4.2 Roles of Board Members		286
4.3 Board Composition Requirements/Recommendations		286
4.4 Appointment and Removal of Directors/Officers		286
4.5 Rules/Requirements Concerning Independence of Directors		286
4.6 Legal Duties of Directors/Officers		287
4.7 Responsibility/Accountability of Directors		288
4.8 Consequences and Enforcement of Breach of Directors’ Duties		288
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		288
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		288
4.11 Disclosure of Payments to Directors/Officers		289
5. Shareholders		289
5.1 Relationship Between Companies and Shareholders		289
5.2 Role of Shareholders in Company Management		289
5.3 Shareholder Meetings		290
5.4 Shareholder Claims		290
5.5 Disclosure by Shareholders in Publicly Traded Companies		290
6. Corporate Reporting and Other Disclosures		290
6.1 Financial Reporting		290
6.2 Disclosure of Corporate Governance Arrangements		290
6.3 Companies Registry Filings		291
7. Audit, Risk and Internal Controls		291
7.1 Appointment of External Auditors		291
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		292
1. Introductory		296
1.1 Forms of Corporate/Business Organisations		296
1.2 Sources of Corporate Governance Requirements		296
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		297
2. Corporate Governance Context		298
2.1 Hot Topics in Corporate Governance		298
2.2 ESG Considerations		298
3. Management of the Company		299
3.1 Bodies or Functions Involved in Governance and Management		299
3.2 Decisions Made by Particular Bodies		300
3.3 Decision-Making Processes		301
4. Directors and Officers		302
4.1 Board Structure		302
4.2 Roles of Board Members		303
4.3 Board Composition Requirements/Recommendations		303
4.4 Appointment and Removal of Directors/Officers		304
4.5 Rules/Requirements Concerning Independence of Directors		305
4.6 Legal Duties of Directors/Officers		305
4.7 Responsibility/Accountability of Directors		305
4.8 Consequences and Enforcement of Breach of Directors’ Duties		306
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		306
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		307
4.11 Disclosure of Payments to Directors/Officers		308
5. Shareholders		309
5.1 Relationship Between Companies and Shareholders		309
5.2 Role of Shareholders in Company Management		309
5.3 Shareholder Meetings		310
5.4 Shareholder Claims		311
5.5 Disclosure by Shareholders in Publicly Traded Companies		312
6. Corporate Reporting and Other Disclosures		313
6.1 Financial Reporting		313
6.2 Disclosure of Corporate Governance Arrangements		313
6.3 Companies Registry Filings		313
7. Audit, Risk and Internal Controls		314
7.1 Appointment of External Auditors		314
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		314
1. Introductory		327
1.1 Forms of Corporate/Business Organisations		327
1.2 Sources of Corporate Governance Requirements		327
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		328
2. Corporate Governance Context		329
2.1 Hot Topics in Corporate Governance		329
2.2 ESG Considerations		330
3. Management of the Company		331
3.1 Bodies or Functions Involved in Governance and Management		331
3.2 Decisions Made by Particular Bodies		331
3.3 Decision-Making Processes		332
4. Directors and Officers		332
4.1 Board Structure		332
4.2 Roles of Board Members		332
4.3 Board Composition Requirements/Recommendations		333
4.4 Appointment and Removal of Directors/Officers		333
4.5 Rules/Requirements Concerning Independence of Directors		333
4.6 Legal Duties of Directors/Officers		334
4.7 Responsibility/Accountability of Directors		335
4.8 Consequences and Enforcement of Breach of Directors’ Duties		335
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		336
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		336
4.11 Disclosure of Payments to Directors/Officers		336
5. Shareholders		337
5.1 Relationship Between Companies and Shareholders		337
5.2 Role of Shareholders in Company Management		337
5.3 Shareholder Meetings		338
5.4 Shareholder Claims		339
5.5 Disclosure by Shareholders in Publicly Traded Companies		339
6. Corporate Reporting and Other Disclosures		340
6.1 Financial Reporting		340
6.2 Disclosure of Corporate Governance Arrangements		341
6.3 Companies Registry Filings		341
7. Audit, Risk and Internal Controls		342
7.1 Appointment of External Auditors		342
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		342
1. Introductory		357
1.1 Forms of Corporate/Business Organisations		357
1.2 Sources of Corporate Governance Requirements		357
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		359
2. Corporate Governance Context		359
2.1 Hot Topics in Corporate Governance		359
2.2 ESG Considerations		359
3. Management of the Company		360
3.1 Bodies or Functions Involved in Governance and Management		360
3.2 Decisions Made by Particular Bodies		361
3.3 Decision-Making Processes		361
4. Directors and Officers		362
4.1 Board Structure		362
4.2 Roles of Board Members		363
4.3 Board Composition Requirements/Recommendations		363
4.4 Appointment and Removal of Directors/Officers		363
4.5 Rules/Requirements Concerning Independence of Directors		363
4.6 Legal Duties of Directors/Officers		364
4.7 Responsibility/Accountability of Directors		364
4.8 Consequences and Enforcement of Breach of Directors’ Duties		365
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		365
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		365
4.11 Disclosure of Payments to Directors/Officers		366
5. Shareholders		366
5.1 Relationship Between Companies and Shareholders		366
5.2 Role of Shareholders in Company Management		367
5.3 Shareholder Meetings		367
5.4 Shareholder Claims		368
5.5 Disclosure by Shareholders in Publicly Traded Companies		369
6. Corporate Reporting and Other Disclosures		369
6.1 Financial Reporting		369
6.2 Disclosure of Corporate Governance Arrangements		371
6.3 Companies Registry Filings		371
7. Audit, Risk and Internal Controls		372
7.1 Appointment of External Auditors		372
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		373
1. Introductory		377
1.1 Forms of Corporate/Business Organisations		377
1.2 Sources of Corporate Governance Requirements		377
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		378
2. Corporate Governance Context		379
2.1 Hot Topics in Corporate Governance		379
2.2 ESG Considerations		381
3. Management of the Company		382
3.1 Bodies or Functions Involved in Governance and Management		382
3.2 Decisions Made by Particular Bodies		382
3.3 Decision-Making Processes		383
4. Directors and Officers		384
4.1 Board Structure		384
4.2 Roles of Board Members		384
4.3 Board Composition Requirements/Recommendations		385
4.4 Appointment and Removal of Directors/Officers		385
4.5 Rules/Requirements Concerning Independence of Directors		385
4.6 Legal Duties of Directors/Officers		386
4.7 Responsibility/Accountability of Directors		386
4.8 Consequences and Enforcement of Breach of Directors’ Duties		386
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		387
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		387
4.11 Disclosure of Payments to Directors/Officers		388
5. Shareholders		388
5.1 Relationship Between Companies and Shareholders		388
5.2 Role of Shareholders in Company Management		388
5.3 Shareholder Meetings		389
5.4 Shareholder Claims		392
5.5 Disclosure by Shareholders in Publicly Traded Companies		393
6. Corporate Reporting and Other Disclosures		393
6.1 Financial Reporting		393
6.2 Disclosure of Corporate Governance Arrangements		394
6.3 Companies Registry Filings		394
7. Audit, Risk and Internal Controls		394
7.1 Appointment of External Auditors		394
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		394
1. Introductory		405
1.1 Forms of Corporate/Business Organisations		405
1.2 Sources of Corporate Governance Requirements		407
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		407
2. Corporate Governance Context		407
2.1 Hot Topics in Corporate Governance		407
2.2 ESG Considerations		407
3. Management of the Company		407
3.1 Bodies or Functions Involved in Governance and Management		407
3.2 Decisions Made by Particular Bodies		408
3.3 Decision-Making Processes		409
4. Directors and Officers		409
4.1 Board Structure		409
4.2 Roles of Board Members		409
4.3 Board Composition Requirements/Recommendations		409
4.4 Appointment and Removal of Directors/Officers		410
4.5 Rules/Requirements Concerning Independence of Directors		410
4.6 Legal Duties of Directors/Officers		410
4.7 Responsibility/Accountability of Directors		410
4.8 Consequences and Enforcement of Breach of Directors’ Duties		410
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		411
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		411
4.11 Disclosure of Payments to Directors/Officers		411
5. Shareholders		411
5.1 Relationship Between Companies and Shareholders		411
5.2 Role of Shareholders in Company Management		412
5.3 Shareholder Meetings		412
5.4 Shareholder Claims		413
5.5 Disclosure by Shareholders in Publicly Traded Companies		413
6. Corporate Reporting and Other Disclosures		413
6.1 Financial Reporting		413
6.2 Disclosure of Corporate Governance Arrangements		413
6.3 Companies Registry Filings		413
7. Audit, Risk and Internal Controls		414
7.1 Appointment of External Auditors		414
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		414
1. Introductory		423
1.1 Forms of Corporate/Business Organisations		423
1.2 Sources of Corporate Governance Requirements		424
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		425
2. Corporate Governance Context		427
2.1 Hot Topics in Corporate Governance		427
2.2 ESG Considerations		427
3. Management of the Company		428
3.1 Bodies or Functions Involved in Governance and Management		428
3.2 Decisions Made by Particular Bodies		429
3.3 Decision-Making Processes		429
4. Directors and Officers		430
4.1 Board Structure		430
4.2 Roles of Board Members		430
4.3 Board Composition Requirements/Recommendations		431
4.4 Appointment and Removal of Directors/Officers		432
4.5 Rules/Requirements Concerning Independence of Directors		433
4.6 Legal Duties of Directors/Officers		434
4.7 Responsibility/Accountability of Directors		434
4.8 Consequences and Enforcement of Breach of Directors’ Duties		435
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		436
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		436
4.11 Disclosure of Payments to Directors/Officers		436
5. Shareholders		437
5.1 Relationship Between Companies and Shareholders		437
5.2 Role of Shareholders in Company Management		437
5.3 Shareholder Meetings		437
5.4 Shareholder Claims		438
5.5 Disclosure by Shareholders in Publicly Traded Companies		438
6. Corporate Reporting and Other Disclosures		439
6.1 Financial Reporting		439
6.2 Disclosure of Corporate Governance Arrangements		440
6.3 Companies Registry Filings		441
7. Audit, Risk and Internal Controls		442
7.1 Appointment of External Auditors		442
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		442
1. Introductory		447
1.1 Forms of Corporate/Business Organisations		447
1.2 Sources of Corporate Governance Requirements		447
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		447
2. Corporate Governance Context		448
2.1 Hot Topics in Corporate Governance		448
2.2 ESG Considerations		449
3. Management of the Company		449
3.1 Bodies or Functions Involved in Governance and Management		449
3.2 Decisions Made by Particular Bodies		449
3.3 Decision-Making Processes		450
4. Directors and Officers		451
4.1 Board Structure		451
4.2 Roles of Board Members		451
4.3 Board Composition Requirements/Recommendations		451
4.4 Appointment and Removal of Directors/Officers		452
4.5 Rules/Requirements Concerning Independence of Directors		452
4.6 Legal Duties of Directors/Officers		454
4.7 Responsibility/Accountability of Directors		454
4.8 Consequences and Enforcement of Breach of Directors’ Duties		454
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		455
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		455
4.11 Disclosure of Payments to Directors/Officers		455
5. Shareholders		455
5.1 Relationship Between Companies and Shareholders		455
5.2 Role of Shareholders in Company Management		456
5.3 Shareholder Meetings		456
5.4 Shareholder Claims		458
5.5 Disclosure by Shareholders in Publicly Traded Companies		458
6. Corporate Reporting and Other Disclosures		458
6.1 Financial Reporting		458
6.2 Disclosure of Corporate Governance Arrangements		459
6.3 Companies Registry Filings		459
7. Audit, Risk and Internal Controls		460
7.1 Appointment of External Auditors		460
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		460
1. Introductory		466
1.1 Forms of Corporate/Business Organisations		466
1.2 Sources of Corporate Governance Requirements		466
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		467
2. Corporate Governance Context		468
2.1 Hot Topics in Corporate Governance		468
2.2 ESG Considerations		468
3. Management of the Company		469
3.1 Bodies or Functions Involved in Governance and Management		469
3.2 Decisions Made by Particular Bodies		470
3.3 Decision-Making Processes		470
4. Directors and Officers		471
4.1 Board Structure		471
4.2 Roles of Board Members		471
4.3 Board Composition Requirements/Recommendations		471
4.4 Appointment and Removal of Directors/Officers		472
4.5 Rules/Requirements Concerning Independence of Directors		473
4.6 Legal Duties of Directors/Officers		473
4.7 Responsibility/Accountability of Directors		474
4.8 Consequences and Enforcement of Breach of Directors’ Duties		474
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		475
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		475
4.11 Disclosure of Payments to Directors/Officers		476
5. Shareholders		477
5.1 Relationship Between Companies and Shareholders		477
5.2 Role of Shareholders in Company Management		477
5.3 Shareholder Meetings		478
5.4 Shareholder Claims		479
5.5 Disclosure by Shareholders in Publicly Traded Companies		480
6. Corporate Reporting and Other Disclosures		480
6.1 Financial Reporting		480
6.2 Disclosure of Corporate Governance Arrangements		481
6.3 Companies Registry Filings		482
7. Audit, Risk and Internal Controls		482
7.1 Appointment of External Auditors		482
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		482
1. Introductory		497
1.1 Forms of Corporate/Business Organisations		497
1.2 Sources of Corporate Governance Requirements		498
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		498
2. Corporate Governance Context		499
2.1 Hot Topics in Corporate Governance		499
2.2 ESG Considerations		499
3. Management of the Company		500
3.1 Bodies or Functions Involved in Governance and Management		500
3.2 Decisions Made by Particular Bodies		500
3.3 Decision-Making Processes		501
4. Directors and Officers		501
4.1 Board Structure		501
4.2 Roles of Board Members		501
4.3 Board Composition Requirements/Recommendations		501
4.4 Appointment and Removal of Directors/Officers		502
4.5 Rules/Requirements Concerning Independence of Directors		503
4.6 Legal Duties of Directors/Officers		503
4.7 Responsibility/Accountability of Directors		504
4.8 Consequences and Enforcement of Breach of Directors’ Duties		504
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		505
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		505
4.11 Disclosure of Payments to Directors/Officers		505
5. Shareholders		506
5.1 Relationship Between Companies and Shareholders		506
5.2 Role of Shareholders in Company Management		506
5.3 Shareholder Meetings		506
5.4 Shareholder Claims		507
5.5 Disclosure by Shareholders in Publicly Traded Companies		507
6. Corporate Reporting and Other Disclosures		508
6.1 Financial Reporting		508
6.2 Disclosure of Corporate Governance Arrangements		508
6.3 Companies Registry Filings		508
7. Audit, Risk and Internal Controls		509
7.1 Appointment of External Auditors		509
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		509
1. Introductory		521
1.1 Forms of Corporate/Business Organisations		521
1.2 Sources of Corporate Governance Requirements		521
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		521
2. Corporate Governance Context		522
2.1 Hot Topics in Corporate Governance		522
2.2 ESG Considerations		522
3. Management of the Company		523
3.1 Bodies or Functions Involved in Governance and Management		523
3.2 Decisions Made by Particular Bodies		523
3.3 Decision-Making Processes		524
4. Directors and Officers		524
4.1 Board Structure		524
4.2 Roles of Board Members		524
4.3 Board Composition Requirements/Recommendations		524
4.4 Appointment and Removal of Directors/Officers		524
4.5 Rules/Requirements Concerning Independence of Directors		525
4.6 Legal Duties of Directors/Officers		525
4.7 Responsibility/Accountability of Directors		525
4.8 Consequences and Enforcement of Breach of Directors’ Duties		526
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		526
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		526
4.11 Disclosure of Payments to Directors/Officers		526
5. Shareholders		527
5.1 Relationship Between Companies and Shareholders		527
5.2 Role of Shareholders in Company Management		527
5.3 Shareholder Meetings		527
5.4 Shareholder Claims		528
5.5 Disclosure by Shareholders in Publicly Traded Companies		528
6. Corporate Reporting and Other Disclosures		529
6.1 Financial Reporting		529
6.2 Disclosure of Corporate Governance Arrangements		529
6.3 Companies Registry Filings		529
7. Audit, Risk and Internal Controls		529
7.1 Appointment of External Auditors		529
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		530
1. Introductory		535
1.1 Forms of Corporate/Business Organisations		535
1.2 Sources of Corporate Governance Requirements		535
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		535
2. Corporate Governance Context		536
2.1 Hot Topics in Corporate Governance		536
2.2 ESG Considerations		537
3. Management of the Company		538
3.1 Bodies or Functions Involved in Governance and Management		538
3.2 Decisions Made by Particular Bodies		538
3.3 Decision-Making Processes		539
4. Directors and Officers		540
4.1 Board Structure		540
4.2 Roles of Board Members		541
4.3 Board Composition Requirements/Recommendations		541
4.4 Appointment and Removal of Directors/Officers		543
4.5 Rules/Requirements Concerning Independence of Directors		543
4.6 Legal Duties of Directors/Officers		544
4.7 Responsibility/Accountability of Directors		545
4.8 Consequences and Enforcement of Breach of Directors’ Duties		545
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		546
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		547
4.11 Disclosure of Payments to Directors/Officers		547
5. Shareholders		548
5.1 Relationship Between Companies and Shareholders		548
5.2 Role of Shareholders in Company Management		549
5.3 Shareholder Meetings		549
5.4 Shareholder Claims		550
5.5 Disclosure by Shareholders in Publicly Traded Companies		551
6. Corporate Reporting and Other Disclosures		551
6.1 Financial Reporting		551
6.2 Disclosure of Corporate Governance Arrangements		552
6.3 Companies Registry Filings		552
7. Audit, Risk and Internal Controls		552
7.1 Appointment of External Auditors		552
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		553
1. Introductory		563
1.1 Forms of Corporate/Business Organisations		563
1.2 Sources of Corporate Governance Requirements		565
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		566
2. Corporate Governance Context		567
2.1 Hot Topics in Corporate Governance		567
2.2 ESG Considerations		568
3. Management of the Company		568
3.1 Bodies or Functions Involved in Governance and Management		568
3.2 Decisions Made by Particular Bodies		568
3.3 Decision-Making Processes		569
4. Directors and Officers		569
4.1 Board Structure		569
4.2 Roles of Board Members		569
4.3 Board Composition Requirements/Recommendations		570
4.4 Appointment and Removal of Directors/Officers		570
4.5 Rules/Requirements Concerning Independence of Directors		571
4.6 Legal Duties of Directors/Officers		572
4.7 Responsibility/Accountability of Directors		573
4.8 Consequences and Enforcement of Breach of Directors’ Duties		573
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		573
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		574
4.11 Disclosure of Payments to Directors/Officers		574
5. Shareholders		574
5.1 Relationship Between Companies and Shareholders		574
5.2 Role of Shareholders in Company Management		574
5.3 Shareholder Meetings		575
5.4 Shareholder Claims		576
5.5 Disclosure by Shareholders in Publicly Traded Companies		577
6. Corporate Reporting and Other Disclosures		577
6.1 Financial Reporting		577
6.2 Disclosure of Corporate Governance Arrangements		578
6.3 Companies Registry Filings		578
7. Audit, Risk and Internal Controls		579
7.1 Appointment of External Auditors		579
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		579
1. Introductory		584
1.1 Forms of Corporate/Business Organisations		584
1.2 Sources of Corporate Governance Requirements		584
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		586
2. Corporate Governance Context		586
2.1 Hot Topics in Corporate Governance		586
2.2 ESG Considerations		588
3. Management of the Company		589
3.1 Bodies or Functions Involved in Governance and Management		589
3.2 Decisions Made by Particular Bodies		591
3.3 Decision-Making Processes		592
4. Directors and Officers		592
4.1 Board Structure		592
4.2 Roles of Board Members		593
4.3 Board Composition Requirements/Recommendations		594
4.4 Appointment and Removal of Directors/Officers		596
4.5 Rules/Requirements Concerning Independence of Directors		597
4.6 Legal Duties of Directors/Officers		598
4.7 Responsibility/Accountability of Directors		599
4.8 Consequences and Enforcement of Breach of Directors’ Duties		600
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		602
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		602
4.11 Disclosure of Payments to Directors/Officers		603
5. Shareholders		603
5.1 Relationship Between Companies and Shareholders		603
5.2 Role of Shareholders in Company Management		603
5.3 Shareholder Meetings		604
5.4 Shareholder Claims		605
5.5 Disclosure by Shareholders in Publicly Traded Companies		606
6. Corporate Reporting and Other Disclosures		606
6.1 Financial Reporting		606
6.2 Disclosure of Corporate Governance Arrangements		607
6.3 Companies Registry Filings		608
7. Audit, Risk and Internal Controls		609
7.1 Appointment of External Auditors		609
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		609
1. Introductory		614
1.1 Forms of Corporate/Business Organisations		614
1.2 Sources of Corporate Governance Requirements		614
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		614
2. Corporate Governance Context		615
2.1 Hot Topics in Corporate Governance		615
2.2 ESG Considerations		616
3. Management of the Company		617
3.1 Bodies or Functions Involved in Governance and Management		617
3.2 Decisions Made by Particular Bodies		617
3.3 Decision-Making Processes		617
4. Directors and Officers		618
4.1 Board Structure		618
4.2 Roles of Board Members		618
4.3 Board Composition Requirements/Recommendations		618
4.4 Appointment and Removal of Directors/Officers		619
4.5 Rules/Requirements Concerning Independence of Directors		619
4.6 Legal Duties of Directors/Officers		621
4.7 Responsibility/Accountability of Directors		624
4.8 Consequences and Enforcement of Breach of Directors’ Duties		625
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		627
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		627
4.11 Disclosure of Payments to Directors/Officers		628
5. Shareholders		628
5.1 Relationship Between Companies and Shareholders		628
5.2 Role of Shareholders in Company Management		628
5.3 Shareholder Meetings		629
5.4 Shareholder Claims		630
5.5 Disclosure by Shareholders in Publicly Traded Companies		630
6. Corporate Reporting and Other Disclosures		631
6.1 Financial Reporting		631
6.2 Disclosure of Corporate Governance Arrangements		631
6.3 Companies Registry Filings		632
7. Audit, Risk and Internal Controls		632
7.1 Appointment of External Auditors		632
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		633
1. Introductory		638
1.1 Forms of Corporate/Business Organisations		638
1.2 Sources of Corporate Governance Requirements		639
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		639
2. Corporate Governance Context		639
2.1 Hot Topics in Corporate Governance		639
2.2 ESG Considerations		640
3. Management of the Company		641
3.1 Bodies or Functions Involved in Governance and Management		641
3.2 Decisions Made by Particular Bodies		641
3.3 Decision-Making Processes		642
4. Directors and Officers		642
4.1 Board Structure		642
4.2 Roles of Board Members		642
4.3 Board Composition Requirements/Recommendations		643
4.4 Appointment and Removal of Directors/Officers		643
4.5 Rules/Requirements Concerning Independence of Directors		644
4.6 Legal Duties of Directors/Officers		645
4.7 Responsibility/Accountability of Directors		645
4.8 Consequences and Enforcement of Breach of Directors’ Duties		646
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		646
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		647
4.11 Disclosure of Payments to Directors/Officers		647
5. Shareholders		647
5.1 Relationship Between Companies and Shareholders		647
5.2 Role of Shareholders in Company Management		648
5.3 Shareholder Meetings		648
5.4 Shareholder Claims		649
5.5 Disclosure by Shareholders in Publicly Traded Companies		649
6. Corporate Reporting and Other Disclosures		650
6.1 Financial Reporting		650
6.2 Disclosure of Corporate Governance Arrangements		650
6.3 Companies Registry Filings		650
7. Audit, Risk and Internal Controls		651
7.1 Appointment of External Auditors		651
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		651
1. Introductory		663
1.1 Forms of Corporate/Business Organisations		663
1.2 Sources of Corporate Governance Requirements		664
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		665
2. Corporate Governance Context		666
2.1 Hot Topics in Corporate Governance		666
2.2 ESG Considerations		667
3. Management of the Company		668
3.1 Bodies or Functions Involved in Governance and Management		668
3.2 Decisions Made by Particular Bodies		669
3.3 Decision-Making Processes		669
4. Directors and Officers		670
4.1 Board Structure		670
4.2 Roles of Board Members		671
4.3 Board Composition Requirements/Recommendations		671
4.4 Appointment and Removal of Directors/Officers		671
4.5 Rules/Requirements Concerning Independence of Directors		673
4.6 Legal Duties of Directors/Officers		673
4.7 Responsibility/Accountability of Directors		674
4.8 Consequences and Enforcement of Breach of Directors’ Duties		674
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		675
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		676
4.11 Disclosure of Payments to Directors/Officers		676
5. Shareholders		677
5.1 Relationship Between Companies and Shareholders		677
5.2 Role of Shareholders in Company Management		678
5.3 Shareholder Meetings		679
5.4 Shareholder Claims		680
5.5 Disclosure by Shareholders in Publicly Traded Companies		680
6. Corporate Reporting and Other Disclosures		681
6.1 Financial Reporting		681
6.2 Disclosure of Corporate Governance Arrangements		681
6.3 Companies Registry Filings		681
7. Audit, Risk and Internal Controls		682
7.1 Appointment of External Auditors		682
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		682
1. Introductory		686
1.1 Forms of Corporate/Business Organisations		686
1.2 Sources of Corporate Governance Requirements		686
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		687
2. Corporate Governance Context		687
2.1 Hot Topics in Corporate Governance		687
2.2 ESG Considerations		688
3. Management of the Company		689
3.1 Bodies or Functions Involved in Governance and Management		689
3.2 Decisions Made by Particular Bodies		689
3.3 Decision-Making Processes		690
4. Directors and Officers		690
4.1 Board Structure		690
4.2 Roles of Board Members		691
4.3 Board Composition Requirements/Recommendations		691
4.4 Appointment and Removal of Directors/Officers		691
4.5 Rules/Requirements Concerning Independence of Directors		692
4.6 Legal Duties of Directors/Officers		692
4.7 Responsibility/Accountability of Directors		693
4.8 Consequences and Enforcement of Breach of Directors’ Duties		693
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		694
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		694
4.11 Disclosure of Payments to Directors/Officers		694
5. Shareholders		694
5.1 Relationship Between Companies and Shareholders		694
5.2 Role of Shareholders in Company Management		694
5.3 Shareholder Meetings		695
5.4 Shareholder Claims		695
5.5 Disclosure by Shareholders in Publicly Traded Companies		696
6. Corporate Reporting and Other Disclosures		696
6.1 Financial Reporting		696
6.2 Disclosure of Corporate Governance Arrangements		696
6.3 Companies Registry Filings		696
7. Audit, Risk and Internal Controls		696
7.1 Appointment of External Auditors		696
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		696
1. Introductory		701
1.1 Forms of Corporate/Business Organisations		701
1.2 Sources of Corporate Governance Requirements		703
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		703
2. Corporate Governance Context		704
2.1 Hot Topics in Corporate Governance		704
2.2 ESG Considerations		704
3. Management of the Company		704
3.1 Bodies or Functions Involved in Governance and Management		704
3.2 Decisions Made by Particular Bodies		705
3.3 Decision-Making Processes		707
4. Directors and Officers		707
4.1 Board Structure		707
4.2 Roles of Board Members		708
4.3 Board Composition Requirements/Recommendations		708
4.4 Appointment and Removal of Directors/Officers		708
4.5 Rules/Requirements Concerning Independence of Directors		708
4.6 Legal Duties of Directors/Officers		709
4.7 Responsibility/Accountability of Directors		710
4.8 Consequences and Enforcement of Breach of Directors’ Duties		710
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		712
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		712
4.11 Disclosure of Payments to Directors/Officers		713
5. Shareholders		713
5.1 Relationship Between Companies and Shareholders		713
5.2 Role of Shareholders in Company Management		714
5.3 Shareholder Meetings		715
5.4 Shareholder Claims		716
5.5 Disclosure by Shareholders in Publicly Traded Companies		716
6. Corporate Reporting and Other Disclosures		716
6.1 Financial Reporting		716
6.2 Disclosure of Corporate Governance Arrangements		716
6.3 Companies Registry Filings		717
7. Audit, Risk and Internal Controls		717
7.1 Appointment of External Auditors		717
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		718
1. Introductory		738
1.1 Forms of Corporate/Business Organisations		738
1.2 Sources of Corporate Governance Requirements		739
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		740
2. Corporate Governance Context		740
2.1 Hot Topics in Corporate Governance		740
2.2 ESG Considerations		743
3. Management of the Company		745
3.1 Bodies or Functions Involved in Governance and Management		745
3.2 Decisions Made by Particular Bodies		747
3.3 Decision-Making Processes		747
4. Directors and Officers		748
4.1 Board Structure		748
4.2 Roles of Board Members		749
4.3 Board Composition Requirements/Recommendations		749
4.4 Appointment and Removal of Directors/Officers		749
4.5 Rules/Requirements Concerning Independence of Directors		750
4.6 Legal Duties of Directors/Officers		751
4.7 Responsibility/Accountability of Directors		752
4.8 Consequences and Enforcement of Breach of Directors’ Duties		752
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		752
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		753
4.11 Disclosure of Payments to Directors/Officers		754
5. Shareholders		756
5.1 Relationship Between Companies and Shareholders		756
5.2 Role of Shareholders in Company Management		757
5.3 Shareholder Meetings		757
5.4 Shareholder Claims		758
5.5 Disclosure by Shareholders in Publicly Traded Companies		759
6. Corporate Reporting and Other Disclosures		760
6.1 Financial Reporting		760
6.2 Disclosure of Corporate Governance Arrangements		761
6.3 Companies Registry Filings		761
7. Audit, Risk and Internal Controls		761
7.1 Appointment of External Auditors		761
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		762
1. Introductory		768
1.1 Forms of Corporate/Business Organisations		768
1.2 Sources of Corporate Governance Requirements		768
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		769
2. Corporate Governance Context		770
2.1 Hot Topics in Corporate Governance		770
2.2 ESG Considerations		770
3. Management of the Company		770
3.1 Bodies or Functions Involved in Governance and Management		770
3.2 Decisions Made by Particular Bodies		771
3.3 Decision-Making Processes		772
4. Directors and Officers		773
4.1 Board Structure		773
4.2 Roles of Board Members		773
4.3 Board Composition Requirements/Recommendations		774
4.4 Appointment and Removal of Directors/Officers		774
4.5 Rules/Requirements Concerning Independence of Directors		775
4.6 Legal Duties of Directors/Officers		775
4.7 Responsibility/Accountability of Directors		776
4.8 Consequences and Enforcement of Breach of Directors’ Duties		777
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		777
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		778
4.11 Disclosure of Payments to Directors/Officers		778
5. Shareholders		778
5.1 Relationship Between Companies and Shareholders		778
5.2 Role of Shareholders in Company Management		779
5.3 Shareholder Meetings		779
5.4 Shareholder Claims		779
5.5 Disclosure by Shareholders in Publicly Traded Companies		780
6. Corporate Reporting and Other Disclosures		780
6.1 Financial Reporting		780
6.2 Disclosure of Corporate Governance Arrangements		781
6.3 Companies Registry Filings		781
7. Audit, Risk and Internal Controls		781
7.1 Appointment of External Auditors		781
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		782
1. Introductory		793
1.1 Forms of Corporate/Business Organisations		793
1.2 Sources of Corporate Governance Requirements		793
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		795
2. Corporate Governance Context		795
2.1 Hot Topics in Corporate Governance		795
2.2 ESG Considerations		796
3. Management of the Company		798
3.1 Bodies or Functions Involved in Governance and Management		798
3.2 Decisions Made by Particular Bodies		799
3.3 Decision-Making Processes		800
4. Directors and Officers		801
4.1 Board Structure		801
4.2 Roles of Board Members		801
4.3 Board Composition Requirements/Recommendations		802
4.4 Appointment and Removal of Directors/Officers		802
4.5 Rules/Requirements Concerning Independence of Directors		802
4.6 Legal Duties of Directors/Officers		803
4.7 Responsibility/Accountability of Directors		804
4.8 Consequences and Enforcement of Breach of Directors’ Duties		804
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		804
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		805
4.11 Disclosure of Payments to Directors/Officers		806
5. Shareholders		807
5.1 Relationship Between Companies and Shareholders		807
5.2 Role of Shareholders in Company Management		807
5.3 Shareholder Meetings		807
5.4 Shareholder Claims		808
5.5 Disclosure by Shareholders in Publicly Traded Companies		808
6. Corporate Reporting and Other Disclosures		808
6.1 Financial Reporting		808
6.2 Disclosure of Corporate Governance Arrangements		809
6.3 Companies Registry Filings		810
7. Audit, Risk and Internal Controls		810
7.1 Appointment of External Auditors		810
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		810
1. Introductory		816
1.1 Forms of Corporate/Business Organisations		816
1.2 Sources of Corporate Governance Requirements		816
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		816
2. Corporate Governance Context		817
2.1 Hot Topics in Corporate Governance		817
2.2 ESG Considerations		817
3. Management of the Company		818
3.1 Bodies or Functions Involved in Governance and Management		818
3.2 Decisions Made by Particular Bodies		818
3.3 Decision-Making Processes		819
4. Directors and Officers		821
4.1 Board Structure		821
4.2 Roles of Board Members		821
4.3 Board Composition Requirements/Recommendations		822
4.4 Appointment and Removal of Directors/Officers		822
4.5 Rules/Requirements Concerning Independence of Directors		823
4.6 Legal Duties of Directors/Officers		823
4.7 Responsibility/Accountability of Directors		824
4.8 Consequences and Enforcement of Breach of Directors’ Duties		824
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		825
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		825
4.11 Disclosure of Payments to Directors/Officers		825
5. Shareholders		826
5.1 Relationship Between Companies and Shareholders		826
5.2 Role of Shareholders in Company Management		827
5.3 Shareholder Meetings		827
5.4 Shareholder Claims		827
5.5 Disclosure by Shareholders in Publicly Traded Companies		827
6. Corporate Reporting and Other Disclosures		828
6.1 Financial Reporting		828
6.2 Disclosure of Corporate Governance Arrangements		828
6.3 Companies Registry Filings		828
7. Audit, Risk and Internal Controls		829
7.1 Appointment of External Auditors		829
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		830
1. Introductory		844
1.1 Forms of Corporate/Business Organisations		844
1.2 Sources of Corporate Governance Requirements		844
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		845
2. Corporate Governance Context		847
2.1 Hot Topics in Corporate Governance		847
2.2 ESG Considerations		848
3. Management of the Company		849
3.1 Bodies or Functions Involved in Governance and Management		849
3.2 Decisions Made by Particular Bodies		849
3.3 Decision-Making Processes		850
4. Directors and Officers		850
4.1 Board Structure		850
4.2 Roles of Board Members		851
4.3 Board Composition Requirements/Recommendations		852
4.4 Appointment and Removal of Directors/Officers		852
4.5 Rules/Requirements Concerning Independence of Directors		853
4.6 Legal Duties of Directors/Officers		853
4.7 Responsibility/Accountability of Directors		854
4.8 Consequences and Enforcement of Breach of Directors’ Duties		854
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		854
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		855
4.11 Disclosure of Payments to Directors/Officers		855
5. Shareholders		855
5.1 Relationship Between Companies and Shareholders		855
5.2 Role of Shareholders in Company Management		856
5.3 Shareholder Meetings		856
5.4 Shareholder Claims		857
5.5 Disclosure by Shareholders in Publicly Traded Companies		858
6. Corporate Reporting and Other Disclosures		858
6.1 Financial Reporting		858
6.2 Disclosure of Corporate Governance Arrangements		859
6.3 Companies Registry Filings		860
7. Audit, Risk and Internal Controls		860
7.1 Appointment of External Auditors		860
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		861
1. Introductory		865
1.1 Forms of Corporate/Business Organisations		865
1.2 Sources of Corporate Governance Requirements		866
1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares		867
2. Corporate Governance Context		870
2.1 Hot Topics in Corporate Governance		870
2.2 ESG Considerations		871
3. Management of the Company		872
3.1 Bodies or Functions Involved in Governance and Management		872
3.2 Decisions Made by Particular Bodies		873
3.3 Decision-Making Processes		873
4. Directors and Officers		874
4.1 Board Structure		874
4.2 Roles of Board Members		874
4.3 Board Composition Requirements/Recommendations		875
4.4 Appointment and Removal of Directors/Officers		876
4.5 Rules/Requirements Concerning Independence of Directors		877
4.6 Legal Duties of Directors/Officers		877
4.7 Responsibility/Accountability of Directors		877
4.8 Consequences and Enforcement of Breach of Directors’ Duties		878
4.9 Other Bases for Claims/Enforcement Against Directors/Officers		878
4.10 Approvals and Restrictions Concerning Payments to Directors/Officers		879
4.11 Disclosure of Payments to Directors/Officers		880
5. Shareholders		881
5.1 Relationship Between Companies and Shareholders		881
5.2 Role of Shareholders in Company Management		881
5.3 Shareholder Meetings		881
5.4 Shareholder Claims		882
5.5 Disclosure by Shareholders in Publicly Traded Companies		882
6. Corporate Reporting and Other Disclosures		883
6.1 Financial Reporting		883
6.2 Disclosure of Corporate Governance Arrangements		883
6.3 Companies Registry Filings		884
7. Audit, Risk and Internal Controls		884
7.1 Appointment of External Auditors		884
7.2 Requirements for Directors Concerning Management Risk and Internal Controls		885

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