Schema corporate governance

UK FRANCE GERMANY ITALY ICGN G20/OECD

LEGAL BASIS The Code includes Comply or explain The code includes Comply or explain

principles recommendations Each article is divided

(mandatory) and “shall” (to be into principles, criteria

provisions (to be observed on a comply (recommend conduct

observed on a comply or explain basis), typically necessary in

or explain basis). suggestions “should” order to reach the

(optional), and objectives set out in

passages which the principles), and

contain descriptions comments (goals:

of legal regulations clarification of the

and explanations. relevant principles

and criteria and

description of positive

conduct).

COMPLIANCE Voluntary Voluntary Voluntary Voluntary Voluntary

Supervisory board: Board: examine and

Board: to provide Board: should guide,

BOARD Board: calls the Board: should review

entrepreneurial leadership appoints and dismisses approve the strategic, review, and approve

FUNCTIONING meeting of and guide corporate

of the company. It should the members of operational and financial corporate strategy

AND TASKS shareholders and set strategy, risk policy.

set the strategic objectives Management board, plans, define the issuer’s and financial

the agenda, appoints and business plan,

and review management approves transactions of corporate governance, planning, monitor

and dismisses the monitor effectiveness

performance. fundamental importance define the risk profile in a the effectiveness of

Directors: must act in Chairman and CEO, of the company’s

and advises and manner consistent with the company’s

what they consider to be supervises their governance practices,

supervises the the issuer’s strategic governance

the best interest of the Management board in objectives, evaluate the

management, manage conflicts of

practices, oversee

company, consistent with the management of the adequacy of the

determines the annual interest of

the management of

their statutory duties. enterprise. organizational,

accounts submitted for management, board

Non-executive directors: potential conflicts of

Management board: is administrative, and

should constructively approval, reports on members or

interest, oversee the

responsible for managing accounting structure of

challenge and help integrity of the

the action of the shareholders.

the enterprise in the the issuer, resolve upon

develop proposals on company’s

meeting of interest of enterprise, transactions to be carried

strategy and scrutinize the accounting and

shareholders, should develops the enterprise’s out by the issuer having a

performance of reporting systems,

strategy and ensures its significant im