Systems Options and Involvement of Employees
As mentioned, the concept of corporate governance includes the system by which companies are directed and controlled. In Europe different board structures coexist as, depending on the country, companies may put in place either a ‘one-tier’ or ‘single board’ system (also called ‘monistic’ or ‘unitary board’ system), a two-tier (or ‘dual board’) system, or some form of mixed system. The EU acknowledges the coexistence of these board structures, which are often deeply rooted in the country's overall economic governance system, and has no further intention of challenging or modifying this arrangement.
The SE governance structure is a clear example of this approach and this chapter therefore mainly refers to the SE Statute as expressing shared principles at Union level.
Article 38 Regulation 2001/2157/EC
Under the conditions laid down by this Regulation an SE shall comprise:
(a) a general meeting of shareholders; and
(b) either a supervisory organ and a management organ (two-tier system) or an administrative organ (one-tier system) depending on the form adopted in the statutes.
Notwithstanding that the Draft Fifth Company Law Directive has never been approved, it is not only the SE Statute that adopts the approach of permitting an option between systems. Rather, some EU Member States – such as France (1967) and Italy (2003) – also allow companies formed under their national law to freely opt for a one-tier or two-tier board structure.
Whilst the statutes decide whether the SE shall adopt a two tier or a one-tier system, the shareholders’ meeting shall decide on:
(a) the appointment and removal of members of the management organ in the one-tier system and, exceptionally, in the two-tier system (Articles 39(2) and 43(3) Regulation 2001/2157/EC);
(b) the appointment and removal of members of the supervisory board in the two-tier system (Article 40(2) Regulation 2001/2157/EC).
Furthermore, the SE Statute expresses the principle that the shareholders’ meeting appoints the organs upon majority vote. This implies that all members of the organs are chosen by the existing majority shareholder, if a majority shareholder exists.
The SE Statute does not preclude, however, that national law permits that some of the members of a company organ are appointed by constituencies other than shareholders, such as workers or public bodies, or by minority shareholders.
Review the options below to login to check your access.
Log in with your Cambridge Aspire website account to check access.
There are no purchase options available for this title.
If you believe you should have access to this content, please contact your institutional librarian or consult our FAQ page for further information about accessing our content.