Consensus on the Comply or Explain Principle
Einde inhoudsopgave
Consensus on the Comply or Explain principle (IVOR nr. 86) 2012/5.4.2:5.4.2 Choice for 5 countries
Consensus on the Comply or Explain principle (IVOR nr. 86) 2012/5.4.2
5.4.2 Choice for 5 countries
Documentgegevens:
mr. J.G.C.M. Galle, datum 12-04-2012
- Datum
12-04-2012
- Auteur
mr. J.G.C.M. Galle
- JCDI
JCDI:ADS369223:1
- Vakgebied(en)
Ondernemingsrecht (V)
Deze functie is alleen te gebruiken als je bent ingelogd.
In this study the application of the comply or explain principle of five countries, Belgium, Germany, Italy, the Netherlands and the United Kingdom, is researched. These five countries have been chosen because each of these countries has a unique kind of comply or explain principle and a specific judicial corporate governance arrangement. As already explained in chapters 3 and 4, table 5.4.2 below shows the five judicial corporate governance arrangements in conjunction with the countries and years researched.
Serial number
Name
Characteristics
Country
A
Pure Self-regulation
• Less detailed company law
Belgium (until 2010)
• No overlap between code and law
• Code is alternative for legislation
B
Supported by non-statutory norms
• Material norms in codes supported by regulation (e.g. listing rules )
The United Kingdom and Italy (until 2005)
• Results: compliance with norms not entirely voluntary
C
Facilitation by statutory rules
• As B, but code is supported by or has base in legislation
The Netherlands, Italy (since 2006) and Belgium (since 2010)
D
Regulation of self-regulation (metaregulation)
• E.g. as a result of non-compliance the legislation has more than a supporting or facilitating role
Germany
E
Pure regulation
• Codes are of no real importance
• Accent on detailed national legislation
For each judicial corporate governance arrangement at least one country is researched. Therefore, the whole spectrum from pure self-regulation (a comply or explain principle with few obligations) to the regulation of self-regulation (meta-regulation) is researched. Regarding arrangements B and C two countries are even reviewed because of the large differences within these arrangements and the shift in the corporate governance arrangement of Italy. Furthermore, it is of interest to discuss the similarities and differences between these specific countries, since the UK was the first to implement the principle and Italy, with its history of corporate scandals, has only recently done so (Enriques 2009, p. 9). In the previous chapter 4 the specifics of the judicial arrangements of the countries under review have been explained further.