Objectives and competences
1. OECD and national defines means of Corporate Governance as relations between managers, supervisory board or board of directors, shareholders and other stakeholders.
2. Interdisciplinary knowledge of the organ structure in capital companies, their competences, duties and responsibilities and their relationship towards shareholders and other stakeholders (especially workers and creditor (banks).
Content (Syllabus outline)
The term and meaning of good corporate governance; best and worst practice;
International legal sources (OECD Principles of Corporate Governance), legal Acts (Slovenian Companies Act-ZGD-1) and autonomous sources (Corporate Governance Code);
Governance structure of the Joint stock company - PLC (one-and two tier governance/management system) and limited liability company.- LTD;
Legal Relationships between the company and its shareholders - shareholders ´ rights and duties;
Stakeholders ´ role in the corporate governance system;
Influence of workers' participation in decision-making on the operation of the company ´s organs;
Civil and criminal responsibility of managers;
ADR (alternative dispute resolution) of corporate governance disputes;
Readings
Marc Georgen, International Corporate Governance, Jan 2012, ISBN13: 9780273751250
OECD Principles of Corporate Governance 2015
OECD Guidelines on Corporate Governance of State-Owned Enterprises 2015
OECD Principles of unlisted companies
EU Green Paper
B.Bratina, D.Jovanovič, P.Podgorelec, A.Primec; Osnove gospodarskega pogodbenega in statusnega prava, 3rd Edition, Maribor 2018
M.Kocbek, Š.Ivanjko, B.Bratina, P.Podgorelec; Nadzorni sveti in upravni odbori, GV Založba Ljubljana, 2010
