| Abstract [eng] |
This paper aims to identify and analyze the effectiveness of separate initiatives of EU towards better corporate governance, which would help to answer a question whether these initiatives indeed contribute to the better corporate governance. In the first part of this paper it is focused on the main reasons that led to a differentiated development of EU corporate governance system and expressed the need for the harmonization of the field. In the second part of the paper the competence of EU in the field of corporate governance harmonization is being analyzed and, furthermore, the problematic aspects of substantial harmonization means – directive and “soft” law – are being presented. In the third part of this paper the focus is on the analysis of separate initiatives of EU in the field of corporate governance, discerning the problems of separate provisions in the context of Lithuania. The most consideration is applied to the Commission’s recommendations on the remuneration policy, the Thirteenth directive and the proposal on legislative change of the Shareholders rights directive. Although the initiatives are addressed to the promotion of the better corporate governance, the implementation of certain provisions of the initiatives is not effective enough. It is concluded that the provisions of the Commission’s recommendations on the disclosure of remuneration policy should be mandatory. Moreover, the application of the recommendations proved to be quite poor in Lithuania due to legislative interference and the lack of remuneration practice. Analyzing the Thirteenth directive it is concluded that the directive itself does not promote shareholders’ activism, it is characterized by vagueness and the inefficiency of such rules as board neutrality and breakthrough rules. The main problem in Lithuania arises in setting the fair share price, however, the law lacks clarity as to the not defining the fair compensation and the shares, to which the bid rules applies. Analyzing the proposal on legislative change of the Shareholders rights directive it is concluded that the requirement of excessive clarity can harm the investors and it does not promote the activism of the company’s participants. It is also critically assessed that the say on pay mechanism should be mandatory, as it is the field that should belong to the board, monitoring of which should be the main focus. |
