Index 299. J Johannesburg Stock Exchange, 16, 243, 245, 250, 258 Listing Requirements, 16, 244, 252, 255 Socially Responsible Investment Index, 244

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1 Index A Alternative dispute resolution, 292 Annual reports board accountability and, 130, 131 conflict minerals and, 151 corporate sustainability reporting and, 148, 158 King III compliance and, 248 non-financial information and, 182 UK Corporate Governance Code and, 235, 237, 238 Apply and explain approach to corporate governance, 17, 19, 252, 254, 258 Apply or explain approach to corporate governance, 16, 19, 241, 243, 244, 250, ASX Corporate Governance Principles and Recommendations Principle 3, Recommendation 7.4, , 179 Australian Corporate Governance Principles and Recommendations, Australian Securities and Investments Commission, 148 B Board accountability annual reports and, 130, 131 as critical element of good corporate governance, , , 139 stages of, voluntary codes and, 123 Board accountability in transnational corporate governance codes, 11 analysis of, assessment of, definition of code, 125 Brazilian Code of Best Practice of Corporate Governance, Brazil-Malawi bilateral investment treaty, 202 Business and human rights movement, hard law, hardening of initiatives, history of, soft law (see Soft law) soft to hard law continuum and, Business and Human Rights Treaty. See UN Proposed Treaty on Business and Human Rights C CACG Principles for Corporate Governance, 11 Cadbury Report, 3, 33, 80, 81, 84 85, 91, 97, 99, 103, 106, , 125, 159, 245 Code of Best Practice, 4, 99, 102 debate arising from, Check the box approach to corporate governance, 6, 16, 80, 120, 257 China Association for Public Companies, 285 Code of Corporate Governance of Public Corporations, 285 Guidelines for the Function of Board of Supervisors, 286 Guidelines for the Function of Representatives of Securities Affairs, 286 Guidelines for the Function of the Secretary of Board of Directors, 286 Springer International Publishing Switzerland 2017 J.J. du Plessis, C.K. Low (eds.), Corporate Governance Codes for the 21st Century, DOI /

2 296 Index China Association for Public Companies (cont.) Guidelines for the Independent Directors for the Fulfillment of their Duties, 286 China Securities Regulation Commission, 286, 289, 293 Code of Corporate Governance of Listed Companies in China, 41 42, 285 Corporate Constitution Guidelines for Listed Companies, 280 City Code on Takeovers and Mergers (UK), 102 Climate change, Code of Corporate Governance for Listed Companies in China, 41 42, 285 Code of Corporate Governance of Public Corporations (China), 285 Code of Governance Principles for South Africa, 134 Code on Responsible Investment in South Africa, 250 Commonwealth Association for Corporate Governance Principles for Corporate Governance in the Commonwealth, 119, 126, , 140 Companies Act 2006 (UK), 33 34, 181, Companies Act 2008 (SA), 17, 244, 245, 250, 256, 258 Companies Act 2013 (India), developments leading to, Company delisting, voluntary, Germany. See Voluntary company delisting, Germany Company law, China articles of association, 279 bylaws, corporate constitutions, good corporate governance policy, regulation of stock exchanges, shareholder s agreement, 282 Company law, Germany Squeeze Out and, 218, 223, 224 Compliance management systems, Germany, 266 Comply or explain approach to corporate governance, 4 6, 16, 35, 81, 83, 85 86, , 105, , 128, 212, , , 245, 257, 277 Concentrated shareholding, India, 106 Confederation of Indian Industry, 99, 100 Conflict Free Tin Initiative, 170 Conflict Free Smelter Program, 170 Conflict Free Sourcing Initiative, 170 Conflict minerals, 169 annual reports and, 171 contracts theory and, 13 corporate social responsibility and, 180 Dodd-Frank Conflict Minerals Rule (see Dodd-Frank Conflict Minerals Rule) mandatory disclosure on, multinational businesses and, 170 Corporate Constitution Guidelines for Listed Companies (China), 280 Corporate governance apply and explain approach, 17, 19, 252, 254, 258 apply or explain approach, 16, 19, 241, 243, 244, 250, board accountability and, business as usual approach, 27 check the box approach, 6, 16, 80, 120, 257 company delisting and, 210 comply or explain approach, 4 6, 16, 35, 81, 83, 85 86, , 105, , 128, 212, , , 245, 257, 277 definition, 3, 79 globalisation of (see Globalisation of corporate governance) hard-law and (see Hard law) if not, why not approach, 120, 212 India (see Corporate governance, India) link to regulation, 233 necessary reform of, non-financial reporting, 31 role of mass media, 292 self-regulatory approach, 4, 6, 9 soft law and (see Soft law) Corporate governance, China codes, policy, Corporate governance codes, 23, , 284. See also specific codes areas addressed by, 122 corporate social responsibility language and, 24 externalisation of environmental and social business impacts, hard law and (see Hard law)

3 Index 297 movement from soft to hard law and, 24 national, 11 promotion of Anglo-Saxon concepts, role of, 79 soft law and (see Soft law) superficial attempts at integrating corporate social responsibility, transnational, board accountability in (see Board accountability in transnational corporate governance codes) triple failure of, 7 8, 24, types of, 118 voluntary (see Voluntary corporate governance codes) Corporate governance, Germany corporate social responsibility and, 262 delisting and, Corporate governance, India Clause 49, Listing Agreement, Companies Act 2013, compliance rates, Corporate Governance Voluntary Guidelines, Desirable Corporate Governance code, 99 evolution of, experiment with voluntary code, hard law and 10, 98 jettisoning of soft law approach, 98 milder mandatory approach, advocacy for, 98, 111 Satyam corporate governance scandal, 100, suitability of mandatory approach for, ultra-mandatory approach, 10 11, 98, 108, 111 Corporate governance law, United States. See Delaware law Corporate governance, South Africa, See also King Reports apply and explain approach, 17, 19, 252, 254 apply or explain approach, 16, 19, , Code on Responsible Investment in South Africa, 250 success of, 17 Corporate Governance Voluntary Guidelines (India), Corporate human rights obligations. See Business and human rights movement Corporate law Japan, move to greater shareholder orientation, 13 Corporate social responsibility conflict minerals and, 180, 184 Directive 2014/95/EU and, 18, 262, , 271 integration into corporate governance codes, language, corporate governance codes and, 24 reporting performance, companies with, responsible sourcing and, 179, 183 South Africa, 251 Corporate social responsibility, Germany, 262, approach to, German Accounting Standard No. 20, 268 law enforcement, Ministry of Justice concept for implementation of, non-financial reporting, 268 Corporate sustainability, 8, accountability and, 153 best practice regulatory structure design, commercially based, definition, disclosure rules (see Corporate sustainability disclosure rules) for the interest of the enterprise, 17, Germany, 264, 269 legitimacy and, 153 reporting (see Corporate sustainability reporting) shareholder primacy barrier, Corporate sustainability disclosure rules best practice sustainability regulatory structure, mandatory regimes, purposes and intended audience, Corporate sustainability reporting, 12 ad hoc environment, issues arising from, annual reports, 148, 158 Directive 2014/95/EU and, 147 integrated reports, key performance indicators and, 161, 163 management discussion and analysis, mandatory (see Mandatory corporate sustainability reporting) mix of hard and soft law, positive effects across financial markets, 155

4 298 Index Corporate sustainability reporting (cont.) relationship to future financial performance, 155 societal legitimacy and, 153 specialist reports, websites, 151 Courts importance of explanation in, incoherence and, 68 legitimacy, 63 64, political context of decisions, 64 written opinions (see Written opinions) D Delaware courts, clarity and, directors duties in takeovers, 70 doctrine of good faith and, 70 duty of care and, 69 duty of loyalty and, implications for, 8 9 incoherence and, judicial expertise in, 8, legitimacy, 8 Delaware law, judicial enforcement of (see Delaware courts) softness of, 8, Democratic Republic of Congo, , , 177 Desirable Corporate Governance code, India, 99 Deutsches Aktieninstitut, 213 Directive 2014/95/EU, 81, 275, 278, 288 corporate social responsibility and, 18, 262, , 271 corporate sustainability reporting and, 147 disclosure of non-financial and diversity information, 18, 182, 263, 264 German implementation requirements, Dispersed shareholding, 106 Dodd-Frank Act 2010, 5, 13, 171, Dodd-Frank Conflict Minerals Rule, , 185 cost of mandatory disclosure under, 176 necessity of, suitability to corporate law, unintended consequences of, Düsseldorf Stock Exchange, 227 Dutch Corporate Governance Code, E Electronic Industry Citizenship Coalition, 170 EU Directive 2014/95/EU. See Directive 2014/ 95/EU EU Green Paper on Corporate Social Responsibility, 77 Extractive Industries Transparency Initiative, 170 F Financial Conduct Authority Disclosure and Transparency Rules, 236 Listing Rules, Financial Reporting Council (UK), 79, 80, 242 Financial Reporting Review Panel, 82 Stewardship Code, 86, 120 Financial Services Authority (UK), 82 Frankfurt Stock Exchange, 15, 210, 213, G G20/OECD Principles of Corporate Governance, 11, 118, 121, 140, 290 board accountability and, promotion of Anglo-Saxon concepts by, 35 shareholder primacy and, 34 35, German Accounting Standard No. 20, 268 German Corporate Governance Code, 212, 261 Art. 1(2), 264 Art , 264 German Sustainability Code, 269 GlaxoSmithKline LLC, 283 Global Compact. See UN Global Compact Global Corporate Governance Forum, 126 Global Financial Crisis (GFC), 5, 19 Global Reporting Initiative, 12, 28, 149, 270 G4 guidelines, Globalisation, 265 Globalisation of corporate governance, 275 domestic endorsement of global standards, hard law, UN as preferred promoter of hard law globalisation, Guidelines for the Conduct of the Controlling Shareholders and de facto Controllers of Listed Companies (China), 287 Guidelines for the Disclosure of Environmental Information in Listed Corporations (China), 287

5 Index 299 Guidelines for the Filing and Training of Independent Directors in Listed Corporations (China), 287 Guidelines for the Function of Board of Supervisors (China), 286 Guidelines for the Function of Representatives of Securities Affairs (China), 286 Guidelines for the Function of the Secretary of Board of Directors (China), 286 Guidelines for the Independent Directors for the Fulfillment of their Duties (China), 286 Guidelines for the Internal Control of Listed Corporations (China), 287 Guidelines for the System on Management of Disclosure Affairs in Listed Corporations (China), 287 H Hampel Report, 129 Hard law, 7, 9, 18, 88, 212, 291 business and human rights, commonalities and interactions with soft law, company delisting and, corporate sustainability reporting and, 147 globalisation of identification of, 276 Indian corporate governance and (see Corporate governance, India) non-identical role to soft law, reform of corporate governance codes, 8 struggle between soft law, Human rights and business. See Business and human rights movement I ICGLR Regional Certification Mechanism, 170 If not, why not approach to corporate governance, 120, 212 ILO Declaration on Fundamental Principles and Rights at Work, 182 ILO Tripartite Declaration of Principles Concerning Multinational Enterprises and Soft Policy, 191, 195, 197 Implementation Rules on the Electronic Voting on the General Meeting of Shareholders in Listed Corporations (China), 287 India, corporate governance in. See Corporate governance, India Institute of Chartered Accountants in England and Wales, 79, 80 Institute of Directors in South Africa, 246, 252 Code of Governance Principles for South Africa, 134 Governance Assessment Instrument, 253 Institute of Public Auditors (Germany) Principles for Proper Performance of Reasonable Assurance Engagements Relating to Compliance Management Systems IDW PS 980, 266 Institutional investors, 86 87, 103, 105, , 250 Integrated reporting, Integrated Reporting Initiative, 28 Intergovernmental Panel on Climate Change, Internal affairs doctrine, 58 International Corporate Governance Network, 11, 47 48, 118 Statement on Global Corporate Governance Principles, , 134, 135, , 140 International Integrated Reporting Council, 12, International Monetary Fund, 118, 200 Investor protection, Germany, J Johannesburg Stock Exchange, 16, 243, 245, 250, 258 Listing Requirements, 16, 244, 252, 255 Socially Responsible Investment Index, 244 K Kay Review, 87, 182 King I Report, 243, 245 King II Report, 243, 245, 251 King III Report, 243, 252 apply or explain approach, 16, 19, 241, 243, 244, 250, inclusive stakeholder approach, 250 integrated reporting, Practice Notes, 253, 258 studies on effectiveness of, King IV Report, 17, 19, apply and explain approach, 17, 19, 252, 254, 258 King Code of Governance for South Africa (King III), 44 46

6 300 Index King Code of Governance for South Africa (King III) (cont.) compliance, annual reports and, 248 Practice Notes, 16, 248 King Committee, 245 L Listing rules, Germany, London Stock Exchange, 79, 80 M Management discussion and analysis, Mandatory corporate sustainability reporting, 12 company conduct and culture and, conflict minerals and, 183 Harvard Business School study 2012, 13 14, 183, 185 statutory provisions and, Market failure, 292 Markets in Financial Instruments Directive (Germany), 214 Minority shareholders Germany, Squeeze Out and, 218, 223, 224 India, UK Corporate Governance Code and, 84 Model Rules on the Function of the Board of Directors in Listed Corporations (China), 287 Modern Slavery Act 2015 (UK), 14, Multinational corporations. See also Transnational corporations business and human rights movement and, 195 Myners Report, N National Equities Exchange and Quotation System (China), 287 New York Stock Exchange Intercontinental Exchange Listing Rule 303A.01, 160 Non-financial reporting, 18, 31, 182, 268 Non-governmental organisations, 9, 14, 27, 79, 183, 186, 202, 205, 269, 290 Norwegian Code of Practice for Corporate Governance, O OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas, OECD Guidelines for Multinational Enterprises, 28, 50, 170, 182, 195, 270 National Contact Points, 197 OECD Principles of Corporate Governance, 4 5, 118, 126, 133, 136, 137. See also G20/OECD Principles of Corporate Governance Operating and financial review, 148 P Pension funds, 31, 87 Predatory shareholders, 15, 225 Principles for Corporate Governance in the Commonwealth, 119, 126, 140 board accountability and, Principles for Proper Performance of Reasonable Assurance Engagements Relating to Compliance Management Systems IDW PS 980 (Germany), 266 Protect, Respect and Remedy Framework report, 182, 196, 200 Public interest litigation, China, 292 Public Investment Commission (South Africa), 243 R Regulation of voluntary corporate delisting, Germany, competition of listing rules and, conditions of revocation of listing authorisation, 220 cumulative average abnormal return, empirical facts relating to, evaluation of new provision in context of corporate governance, illiquidity of shares based cash settlement, 222 legal protection, market price based cash settlement, price manipulation and misinformation based cash settlement,

7 Index 301 reasons for, scope of application of new provision, weighing of interests, Remuneration, connection to success of the company, 34 Report of the Committee on the Financial Aspects of Corporate Governance. See Cadbury Report Ruggie, John, 190, 197 Protect, Respect and Remedy Framework report, 182, 196, 200 S Sarbanes-Oxley Act 2002, 5, 81, 101, 110, 178 Securities and Exchange Board of India, 11, , 111 Listing Obligations and Disclosure Requirements Regulations 2015, 101 Securities and Exchange Commission Final Rule, 13, Self-regulation, UK Corporate Governance Code business elites and, 83, 91 institutionalism and regulation, notions of ownership, board structures and control, 84 political economy, 85 86, 88 problematic reliance on informal institutions, 83 protection of minority shareholders, 84 recommendations to address comply or explain shortcomings, representation of corporate governance in, shareholder value and stewardship, transnational domain and transnational corporations, Shanghai Stock Exchange, 286, 287 Guidelines for the Conduct of the Controlling Shareholders and de facto Controllers of Listed Companies, 287 Guidelines for the Disclosure of Environmental Information in Listed Corporations, 287 Guidelines for the Filing and Training of Independent Directors in Listed Corporations, 287 Guidelines for the Internal Control of Listed Corporations, 287 Guidelines for the System on Management of Disclosure Affairs in Listed Corporations, 287 Implementation Rules on the Electronic Voting on the General Meeting of Shareholders in Listed Corporations, 287 Model Rules on the Function of the Board of Directors in Listed Corporations, 287 Shareholder activism, 105, 292 Shareholder primacy drive, 7, 24 as barrier to corporate sustainability, G20/ OECD Principles of Corporate Governance and, 34 35, triple failure of corporate governance codes and, Shareholder value company law and, 30 enlightened approach, 179 Shareholder wealth maximisation, short-term movement away from, 13 Shareholder s agreement, China, 282 Shareholders, Germany, delisting and, shareholders meeting and corporate governance, Shenzhen Stock Exchange, 286, 287 Guidelines for the Tender Offer of Listed Corporations, Soft law, 8 10, 77, 82, 97, 119, , 212, 234, 291 advantages of business and human rights and, commonalities and interactions with hard law, company delisting, Germany, and, 15, 210 corporate human rights obligations and, 14 corporate sustainability reporting and, Delaware law and, as governance, versus hard law, identification of, 276 Indian corporate governance and, 98, 111 non-identical role to hard law, softness of, struggle between hard law, Soft law to hard law, 193 business and human rights movement, corporate governance codes and, 24 corporate human rights obligations and, 14 oscillation, German voluntary company delisting, Solventis Wertpapierhandelsbank, , 217 South African Chamber for Business, 245

8 302 Index Squeeze Out, 218, 223, 224 State Economy and Trade Commission (China), 285 Statement on Global Corporate Governance Principles, 134, 135, , 140 board accountability and, Stern Review, 25 Stewardship, Stewardship Code, (UK), 86, 120 Stock Exchange Act (Germany), 15, 209, 210, 212 Stock exchange regulation, China, Sustainability disclosures. See Corporate sustainability disclosure rules Sustainable Companies Project ( ), 7, 29, 48 T Takeover Directive (Netherlands), Takeover Panel (UK), 82 Transnational corporations, 9. See also Multinational corporations UK Corporate Governance Code and, U UK Combined Code, 117, 125, UK Corporate Governance Code, 6, 125, 128, 137, 199 annual reports and, 235, 237, 238 change and, comply or explain approach, 4, 16, 78, 81, 91, , 199, , 257 effectiveness studies, focus on shareholder interests, 34 major criticisms of, 78 as model for spread of self-regulation, 79 opt out, listed companies and, 234 recommendations to address shortcomings of comply or explain approach, review of operation of, 85 role of shareholders in, 86 self-regulation and (see Self-regulation, UK Corporate Governance Code) UN Convention Against Corruption, 290 Framework Convention on Climate Change, Paris Agreement, 26 Global Compact, 28, 77, 190, , 202, 269, 270 Guidance in Good Practices in Corporate Governance Disclosure, 133 Guiding Principles on Business and Human Rights, 14, 28, 170, 182, , International Convention on the Protection of the Rights of All Migrant Workers and Members of Their Families, 203 Millennium Development Goals, 25 Norms on the Responsibilities of Transnational Corporations and Other Business Enterprises with Regard to Human Rights, 195, 198 as preferred promoter of hard law globalisation, Proposed Treaty on Business and Human Rights, 14, 189 Protect, Respect and Remedy Framework, 182, 196 Sustainable Development Goals, 25 US corporate governance law. See Delaware law US Supreme Court Lochner era decisions, 66, 67 V Viènot Report, 137 Voluntary company delisting, Germany, 15 comparison to change in legal form, comparison to Squeeze Out, 224 German Corporate Governance Code and, 212 historical development, lock wait, 211, 227 regulation of (see Regulation of voluntary corporate delisting, Germany) shareholders meeting and, 210 soft law approach, 210 Voluntary corporate governance codes, 10, 20, 57 board accountability and, 123 companies with concentrated shareholding and, 84 dispersed shareholding and, 106 Indian experimentation with, prerequisites for, specific aims, 11 W World Bank, 90, 117, 118, 200 Written opinions, incoherent phraseology and, poor, legitimacy and, vagueness and, 67