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EN
In constructing national corporate governance system it is very important to analyse market thoroughly and to adapt the system to the market conditions. The corporate governance is also discussed in Poland. The regulations adopted on Polish market are voluntary and are based on the Anglo-Saxon corporate solutions. There is a set of precise rules of behaviour addressing corporate bodies, their members and majority and minority shareholders. The measurement of observing rules enables us to compare different countries in their corporate governance. In the European Union there were several actions concerning capital market and corporate governance. 'Agenda Warsaw City 2010' also implies increasing capital market effectiveness by the 2010 as well as implementing further corporate governance rules.
EN
The article provides basic analysis of the shoot-out right, in particular as regards its functionality. The shout-out right is a tool for handling of conflict situations in a company, where the exercise of this right is usually connected with exit of one of the shareholders and resulting domination of the company by the remaining shareholder. In the legal practice (in particular Anglo-American) a number of variants of the exercise of this right have developed; these variants are covered in detail in this article. From the 1th January 2017 the shoot-out right is part of Slovak system of law as secondary arrangement in the shareholder agreement of a simple joint-stock company. At first sight, the shoot-out right represents an elegant and fair solution to overcoming of a conflict, which might present potential risk to the very existence of a company. However, this right, and in particular its exercise, bring a number of risks. This fact is proved by the foreign practice, where this right is exercised in a very small number of cases and where the shareholders prefer other method of resolution of a conflict, mainly by mutual agreement.
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EN
The main aim of the paper is to characterize agency costs and to point out how the actions undertaken by shareholders and creditors may limit them. Agency costs may be limited by the use of external and internal monitoring and by aligning the interests of shareholders and managers. The roles of effective and diversified boards, managerial remuneration and the quality of corporate governance reports in decreasing agency costs are pointed out. The level of debt and the use of protective covenants are also discussed as they may play an important role in solving agency problems. Other means of lowering agency costs include the securitization of debt, changing the level of dividend payments and share repurchases, the implementation of a principle against wrongful trading and the introduction of professional responsibility requirements for managers. The appropriate use of these mechanisms should reduce the agency costs and ultimately increase the value of the firm.
EN
The paper focuses on the current trend of digitalisation of decision-making processes. Legal risks associated with the use of digital technologies in facilitating decision-making by corporate bodies and the means to mitigate such risks are brought into attention. The author supports the view that the current Slovak legislation is insufficient for full-fledged virtual shareholders’ meetings but is sufficient for the use of digital means as a support or substitute for the decision-making of corporate board members. The general framework of the draft recodification of the Slovak Civil Code allowing associates (members of corporations including civil associations) to participate virtually in meetings of associates of all corporate legal forms is considered an up-to-date solution.
EN
The paper analyzes of the functioning of corporate sector of economics, determines the main functioning problems, ecologic and economic development trends are researched as a prerequisite for the implementation of environmental management systems and auditing. Evaluates influence of national industry companies of corporate sector on the environment in comparison with other European countries. Evaluates actuality and need to use the corporate environmental management and audit by national companies of corporate sector. The paper analyzes and allocates the functioning problems of corporate sector of economic are related to the functioning of the stock system and the relationships between the owners and management of the companies. The article substantiates how these factors influence the environmental and economic indicators of company. The authors had been systematized and determined environmental and economic interests of the subjects corporate relations. The authors had been proposed the scientific and methodical approach to modeling of the eco-oriented system internally corporate relations, which provides the settlement of the interests of owners and management of the company by defying the critical values of the reward for the results eco-oriented corporate activities.
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