| Abstract [eng] |
This master's thesis analyses the legal regulation of the formation and composition of the management bodies of companies, examines the legal rules regulating the management of companies and the interpretations given in the case law of the Supreme Court of Lithuania. To identify and find answers to the main questions of the formation and composition of the governing bodies of companies, the legal acts of foreign countries and the works of foreign and Lithuanian scholars are analysed. The first part of the work reveals the content of the concept of corporate governance, examines the issue of separation of the management and other corporate bodies and the structures of corporate governance in the Republic of Lithuania and the selected foreign countries, highlighting the main aspects of the appointment and composition of corporate governance bodies. The second part of the master’s thesis examines the issue of supervision and dismissal of the manager of a company, where the manager of a company is appointed by the general meeting of shareholders, although the company also has a collegial management body – the board. It also assesses the necessity of a legal regulation which stipulates that financial market participants, payment money institutions and electronic money institutions, are obliged to establish a collegial management body – the board of directors. The analysis of the legal regulation of companies in the Republic of Lithuania and abroad allows us to provide answers to the questions related to the rules of accountability of the one-person management body and the obligatory formation of a board of directors in financial technology companies. The third part of this MA thesis analyses the rules of the composition of a company’s governing bodies and hypothesises why the law of the Republic of Lithuania does not allow legal persons to be members of a company’s governing bodies. It also asks why listed companies do not comply with the rules on the composition of the collegial management body when the company’s board performs both management and supervisory functions. Based on the practice of foreign countries, it highlights how companies could be encouraged to comply with the requirements concerning the composition of the collegial management body as laid down in the Law on Companies. |
