February 24, 2023

The value of Transparency in Corporate Governance

Law is ever-evolving, and new challenges and regulations are constantly arising. This article dives into the unifying value of transparency in corporate governance and how this can be compared across three key jurisdictions: the UK, Europe, and Luxembourg.

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The huge advances in technology made over the course of the last decade mean that the requirement for transparency in corporate governance is more important than ever. As online platforms and social media have become integral to doing business, especially globally, companies must quickly adapt to ensure their efficiency in this new digital age. This is why corporate governance policies must fit the new requirements imposed on companies, especially in relation to corporate transparency. Who can forget the Enron Scandal, and the tale of a successful company that reached illustrious heights only to experience such a bewildering descent?

Corporate governance is vital to any business, and transparency and accountability are crucial components of good governance. This article discusses how each country has implemented corporate governance policies and practices to encourage transparency and accountability.

In this article, we will cover the following:

The Crucial Role of Disclosure, Transparency and Accountability

Enron’s Devastating Collapse: What Can We Learn from It?

The abrupt collapse of this powerful corporation Enron, once one of the largest in the world, remains astonishing even today. It’s especially difficult to comprehend how its management succeeded in deceiving regulators for years by placing bogus assets and deceitful accountancy practices. Yet the scandal inadvertently highlighted the crucial importance of transparency in corporate governance. It revealed how the unethical behaviour of specific figures within the company – illustrated through the extensive insider trading and absence of visibility into corporate and government entities – contributed to the collapse of the global financial markets.

The shocking revelations sparked the implementation of a worldwide program of proactive and vigorous reforms, as business leaders and governments understood all too well how if left ignored, such an inherent lack of transparency might one day result not only in the collapse of the markets but in worldwide economic disaster. Indeed, just last year, in an investigation into auditing problems at companies, journalists at Bloomberg News pointed out that:

It’s not clear that investors are any safer today than they were before Enron Corp. failed.

Enhancing Corporate Governance with Accountability and Transparency

Corporate governance is a wide term. Ultimately, however, it refers to the effective system of governance that companies should have in place to ensure the existence of confidence between all the different parties involved in various markets, notably the capital market, the labour force, as well as customers and suppliers. Understanding how entities react to the need for a solid legitimate, regulatory, and institutional framework in which market participants can place their faith is critical from both a local perspective as well as a global standpoint – as the devastating effects of Enron demonstrated. Various European nations' corporate governance codes and acts showcase a wide range of progressive developments, from fresh boardroom practices to new statutory regulations. Indeed, Europe is among the world's most rapidly evolving corporate governance climates.

Accountability and transparency are the key principles relevant to the efficacy of corporate governance codes in any company and in any jurisdiction, although there are subtle differences in focus between the legislation in various countries.

In the United Kingdom (UK), for example, the principles inherent to the Corporate Governance Code focus primarily on the rights and responsibilities of the company board, the shareholders and other relevant stakeholders, whilst in Germany, the Deutscher Corporate Governance Kodex establishes the key standards expected from company behaviour and outlines a company’s expected responsibilities of its board of directors, management, and shareholders.

It is critical to be aware of the rights of shareholders to safeguard them from the misapplication of corporate assets by management, as well as the power of auditing and accounting standards in assessing the level of information asymmetry, particularly from an international angle. These corporate governance characteristics determine the power balance between shareholders and the management of entities.

The Importance of Disclosure

Disclosure is highly valued in corporate governance, and it is an obligation for companies in Luxembourg, Germany, and the UK to guarantee their transparency in operations, decision-making processes, and financial reporting to maintain appropriate corporate governance.

This requires that firms are answerable to their stakeholders and furnish periodic reports on their activities and financial performance. Moreover, companies should highlight any risks or doubts that might impact their business and present regular financial statements that are easy to comprehend and available to all stakeholders.

Transparency in corporate governance means that businesses must observe the best practices. This includes the establishment of solid internal controls, the implementation of a clear command hierarchy, and the fostering of open communication and collaboration among all stakeholders. Companies must ensure the diversity of their board of directors and that it represents all their stakeholders, as well as monitor the performance of its duties.

The Key to Eliminating Market Abuse

These days, following the implementation of European wide legislation such as the EU Market Abuse Regulation, which was long awaited for its framework for preventing, detecting, investigating and punishing market abuse, the outrageous misuse, manipulation and outright deceitful appropriation of company assets has hopefully been, for the most part, eliminated.

One egregious example of such abuse occurred at the UK car manufacturing company MG Rover Group when it was discovered that four of the company’s directors had paid themselves huge dividends while simultaneously running it into the ground. The directors took large bonuses for five years until MG Rover Group finally went bankrupt in 2005.

When their greed and dishonesty were finally discovered, it was too late to rectify the £1.3 billion of debt they had left behind, along with the thousands of local people they had caused to lose their jobs, causing hugely negative implications for the local economy. Yet this is just one example.

Another case that comes to mind is the case of the Dutch international retailer Royal Ahold, which in 2003 revealed the numerous accounting irregularities of its various subsidiaries. Its CEO, CFO and, shamefully, the executive responsible for its European operations were all charged with fraud. Then in May 2006, they were judged guilty by a Dutch federal court of the falsification of paperwork and handed suspended prison sentences and substantial fines. The proliferation of fraud and the abuse of company assets at the director level across Europe was a key contributor to the development of European Union (EU) legislation on corporate governance.

Defining and Establishing Best Practices

The European Commission (EC) “Corporate Governance” Directive 2006/46/EC mandated that all publicly listed companies are required to include a corporate governance statement in their annual accounts for shareholders for the first time.

Various long-term strategies followed, such as the EC’s Europe 2020 and EU Action Plan, as the EU attempted to bolster corporate governance, enhance competitiveness, and foster sustainability among firms across the EU. To a great extent, these projects have been highly successful, with a range of EU corporate governance changes achieving substantial changes.

However, across the EU, and specifically in the UK, LUX and Germany, significant challenges continue in relation to ensuring the success and complete acceptance of corporate governance initiatives. A complicating issue with regard to the unification and harmonization of corporate governance concerns the variation in the legal forms of businesses across jurisdictions. This includes the public, private as well as in the not-for-profit sectors.

Each sector has its own particular governance issues, which must be met through the application of the best practice principles developed for their application from the German Corporate Governance Code (Deutscher Corporate Governance Kodex) that lays out the necessary rules for the oversight and administration of publicly traded German businesses, and comprises internationally and domestically accepted guidelines and suggestions to promote responsible and conscientious corporate governance to the overarching corporate legislation of the Companies Act 2006 in the UK, and then to the lattice of various statutory regulations in Luxembourg, which has not yet established any official code of best practice for the benefit of shareholders.

In the past two decades, multiple transformations have taken place with regard to corporate governance conventions among EU member states. Nowadays, numerous European businesses comply with the principles of excellent corporate governance. These practices come with certain advantages, such as improved disclosure and transparency in respect of: accurate financial statements, minority shareholder rights, connected dealings, remuneration, and acquisitions. Owing to the European Union corporate governance initiatives, a substantial amount of convergence has been accomplished regarding corporate governance practices, though conflicts continue.

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The Need for Harmonization

Yet the divergence of corporate governance best practices across the European Union (EU) still remains. In Luxembourg, the United Kingdom (UK), and Germany, the corporate governance law, statutory regulations, and models for governance in public and private business remain very different. This means that there is substantial room for improvement in terms of harmonizing corporate governance practices across the EU.

Analysis of corporate governance best practices

In the following articles, we will explore how the corporate governance law, regulations, and models of governance in public and private business in Luxembourg, the UK, and Germany, in particular, are developing. We will examine each region's current regulations and models and how each nation's corporate governance laws and regulations evolve. We will also analyze the approaches to corporate governance adopted in each region and evaluate their effectiveness. Finally, we will consider the potential for harmonising corporate governance best practices across the EU and discuss how it could occur. Through our analysis of corporate governance best practices in Luxembourg, the UK, and Germany, we hope to provide readers with a comprehensive overview of the current state of corporate governance in the EU and highlight the potential benefits that harmonization could bring.

About this article

Sources

Regulation (EU) No. 596/2014 of the European Parliament and of the Council on market abuse as complemented by the Act of 23 December 2016 on Market Abuse as last amended by the Act of 27 February 2018, implementing Regulation (EU) No. 596/2014, Directive 2014/57/EU and Directive 2015/2392/EU.
Directive (EU) The European Commission (EC) Directive 2006/46/EC amending Council
Directives 78/660/EEC on the annual accounts of certain types of companies, 83/349/EEC on consolidated accounts, 86/635/EEC on the annual accounts and consolidated accounts of banks and other financial institutions and 91/674/EEC on the annual accounts and consolidated accounts of insurance undertakings.
Deutscher Corporate Governance Kodex (German Corporate Governance Code)
UK Companies Act 2006
Boitan, A. and Maruszewska, E. W. (2021) “Corporate Governance Features among European Union Countries – An Exploratory Analysis” The Review of Finance and Banking 79-91
Constable, S. (2021). How the Enron Scandal Changed American Business Forever
European Commission (2010). European Top 20. A strategy for smart, sustainable and inclusive growth.
Farrell, G. (2021). Twenty Years After Enron, Investors Still Vulnerable to Fraud
Financial Times (2009). Fraud agency to investigate MG Rover case
Goodley, S. (2011). MG Rover directors banned from running companies after collapse
Milkiewicz, H. and Wei S. (2003). A Case of ‘Enronitis’? Opaque Self-Dealing and the Global Financial Effect
Principles for Responsible Investment. (2018). Action 10: Fostering sustainable corporate governance and attenuating short-termism in capital markets
Szalay, G. (2019). “The Impact of the Lack of Transparency on Corporate Governance: A Practical Example” Corporate Law & Governance Review Volume 1, Issue 2.
The New York Times (2006). Ex-Ahold Executives Fined in Netherlands Fraud Case
Walker, R. (2002). Enron’s Transparent Problems

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January 20, 2023

What is ESG? A Guide for Legal Teams

ESG has become an important topic for in-house legal teams globally. But what exactly is it? This article acts as an introduction to ESG for in-house legal.

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When you think of an in-house lawyer or legal team, it’s fair to first associate these roles with traditional legal work. Yet, as the world of business evolves and global priorities shift, the role of in-house legal continues to evolve.

Whether it’s out of peaked interest or as a matter of strategic and ethical importance, one area consuming an increasing proportion of in-house legal teams’ time are the topics of environment, social, and governance; better known as “ESG”.

In fact, as of 2020, 88% of publicly traded companies, 79% of venture and private equity-backed companies, and 67% of privately-owned companies had ESG initiatives in place. This commitment indicates the rising strategic importance of these topics.

For in-house legal functions, it is critical to deliver on these new responsibilities if they are to suitably protect the company and contribute to strategic growth.

But what exactly is ESG? And what does it mean for in-house legal functions? Below, we share an introduction to ESG for in-house legal teams.

In this article, we will cover the following:

What is ESG?

ESG is a set of non-financial measurements around environmental, social, and governmental performance.

It has become a hot topic for legal departments across the globe over the last five years and it has not come without a degree of confusion and hesitation.

General Counsel (GC) report significant pressure from their employee base, institutional investors, customers, and advocacy groups to increase their company’s commitment to ESG, with 78% of GCs having faced such pressure in the past three years.

The surmounting pressure to see positive action taken on environmental, social, and governmental matters has resulted in ESG becoming a legal issue requiring a sensitive yet strategic approach.

While it might seem daunting, tackling ESG is a great opportunity for legal teams to position themselves as strategic business partners. This is thanks to a focus on these topics often uncovering more effective, more efficient ways of operating as well as establishing a stronger company reputation.

Why is ESG important?

Take a look at your personal life or the consumer market. The rise of reusable bags. The banning of plastic straws. Low-emission zones popping up in cities across the world. There’s no denying the global shift towards a more environmentally friendly and fair society, which has flooded into the business world.

Implementing ESG  practices has proven to be good for business, so much so that

investments in companies with good ESG performance have generally yielded higher returns than the average within their broader market.

Inflows into sustainable funds rose from $5 billion in 2018 to nearly $70 billion in 2021. This has likely contributed to investors demanding additional non-financial reporting to measure risks like climate change.

Moreover, customers and employees are now actively looking for companies demonstrating strong ESG values. These heightened expectations have raised the bar for environmental and ethical standards in business.

While ESG is important for many reasons, an undeniable push for companies to implement ESG programs is the introduction of regulations from governments across the world. For example, governments have introduced strict regulations on company carbon emissions following The Paris Agreement in 2015 and the EU CSRD requires broad ESG reporting from both EU companies and companies with substantial EU operations.

And these regulations aren’t for show; companies are required to transparently report on ESG factors and the actions they take to address inadequate matters. So, whether we like it or not, regulations are coming, and in-house counsel must prepare to accommodate them.

So whether your company is trying to attract and retain the best talent, improve the bottom line, or meet regulation requirements, there’s no denying the growing importance of ESG and its place in the legal function.

The ‘E’ in ESG: Environment

The world has seen the devastating outcomes of climate change over the last few years, which has put mounting pressure on companies to bring environmentally friendly and sustainable practices to the forefront.

When it comes to the environment, the best place for in-house legal teams to start is by thinking about carbon, water, and waste.

These are the three key environmental areas that the legal team can explore and impact.

While one might assume that an in-house lawyer is distant from the environmental impact of day-to-day business activities, the legal department controls the contracts and boundaries in which the company operates.

Therefore, as a common entry and exit point of business dealings, it is the legal team that has the ability to specify, regulate, and monitor the environmental standards of the business.

The ‘S’ in ESG: Social

Social is an increasingly important – and increasingly visible – pillar of ESG. On the surface, you might assume that social matters are limited to the likes of labor law, working practices, diversity, equity and inclusion (DE&I), social benefits and human rights.

These topics are certainly still a high priority.

53% of companies still currently have no diversity initiatives in place and 49% currently do not use diversity data in counsel selection.

However, ESG shines a light on the full spectrum of social challenges that a company faces and has the ability to impact. For example, increasingly, well-being and mental health, employee feedback and work/life balance are landing in the realm of legal. Why? Because the baseline expectations for each of these matters have changed – not to mention their impact on company performance.

But it doesn’t stop there. While it’s common to first think about your employees, the social aspect of ESG extends to your supply chain and the communities in which your business operates. Do your subcontractors have adequate working conditions? Do your physical premises attract or detract from their local communities?

What are the biggest levers available to your company that can impact social issues for the better?

The ‘G’ in ESG: Governance

To date, conversations around ESG have focused heavily on environmental and social matters. Perhaps this is a result of topical challenges arising that have required urgent addressing, or perhaps it is because these themes are often easier to articulate.

Nevertheless, governance is a key pillar that cannot be overlooked. Governance refers to the structures, policies, and processes that businesses use to deliver their day-to-day activities and achieve their objectives. It refers to the structure and execution of decision-making as well as the distribution of responsibilities across the company – whether that be the board of directors, managers, employees, or wider stakeholders.

Good corporate governance is all about getting the aforementioned structure and execution right. It’s about working towards company objectives in a way that is fair, right, and aligned to company commitments and expectations as far as the environment, social, and performance are concerned.

As ESG advocate Christine Uri said, “the “G” is not sexy”; and she’s right. Outside of corporate scandals - such as with Lehman Brothers or Enron - governance doesn’t tend to offer clear evidence or stories to secure buy-in and engagement.

That said, both environmental and social performance is dependent on appropriate, effective corporate governance, so it should not be underestimated.

How to get started with ESG, an action list

Okay, now you know what ESG is and why it’s important for in-house legal teams. Here are five steps to help you begin to shape your ESG program.

Find your ESG allies

Legal is not the only stakeholder when it comes to ESG. Identify your key internal stakeholders and start the conversations. You’ll likely want to start with Finance, Operations and HR.

Identify your key risks and opportunities

ESG is a big topic and, understandably, you can’t tackle it all at once. In collaboration with your stakeholders, identify the top ESG risks and opportunities present for your company. Are there severe labor risks in your supply chain? Is your business lacking diversity? Are your carbon emissions through the roof?

Establish the baseline

Monitoring is a big part of an ESG program. Gather data on the top risks and opportunities that you have identified to establish your baseline. When you know your starting point, you can track how your actions are impacting the topic.

Make a plan

Actions speak louder than words. From your key risks and opportunities, choose two to five areas that you’d like to focus on (depending on the size of your team and company). Agree on your key performance metrics (KPIs) and map out what actions are required to achieve them.

Share the journey

Your business and the wider business ecosystem don’t expect perfection when it comes to ESG. It does, however, expect progress. Report your plans, actions and performance transparently. While this might be or become a regulatory necessity, it is also a great opportunity to develop internal engagement, build brand reputation, and shine a light on the great work you’re doing!

Repeat

ESG is an iterative process. It is only one part of the legal workload, so be strict with what you take on. Start with what will be most impactful and review and reprioritize accordingly every year or two. ESG is a transformational change, and it doesn’t happen overnight.

Extra tip

To dive deep and gain more knowledge on how to create ESG impact, Christine Uri shares possible integration on Contracts, M&A, and Quick approaches, such as including ESG requirements in supplier agreements.

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In summary

At first, ESG might feel like a big undertaking, but when you break it down into manageable, collaborative steps, the legal team can have a real impact on environmental, social, and governmental matters, as well as the bottom line!

The best place to start is simply by assessing your company’s biggest risks and opportunities – something that you’ll already be used to doing in your role.

Of course, ESG is encompassed under the wider legal operations umbrella, which you can learn more about on our blog.

Where does Newton fit into all of this?

Newton delivers an easy and intuitive platform to manage and automate your legal entities’ information, governance, and compliance. With governance being the foundation to all ESG matters, be sure to get in touch to explore how Newton can help you have everything you need to be in control of your entity portfolio.


About this article

Sources

Navex (2021). Global Survey Finds Businesses Increasing ESG Commitments, Spending
Trinity Business Review (2020). The Greatest Governance Failings of the 21st Century
United Nations (2016). What is the Paris Agreement?
McKinsey (2022). Does ESG really matter—and why?
Harvard (2021). The General Counsel View of ESG Risk
European Union (2023). Corporate sustainability reporting
Thomson Reuters Institute (2022). 2022 Legal Department Operations Index

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January 6, 2023

Challenges in Corporate Governance

Learn about the most important challenges of corporate governance and how three major jurisdictions, Germany, Luxembourg, and the UK differ.

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Corporate governance can, in theory, seem a rather obscure and vague subject, especially when confused with the issue of a company’s ethical behaviour – or lack thereof. Many definitions have been given to the concept of governance. Quite simply, however, it can be summarised as the system by which companies are controlled and directed. It comprises the processes, rules and laws governing a company’s conduct, particularly concerning its shareholders and board. In the following article, we deep dive into the challenges of corporate governance with a brief comparison of the differences between Germany, Luxembourg and the UK.

In this article, we will cover the following:

Why is Corporate Governance so important?

The Wirecard fraud case currently being tried in Germany is one of the country’s greatest corporate frauds in its history and an embarrassment for its regulatory authorities. It raises significant questions about how this scandal could have been allowed to occur – especially given the importance that German regulation places on corporate governance.

In the 21st century, good corporate governance is considered so important due to the fundamental role it plays in ensuring that a company is run both effectively and efficiently, with appropriate regard to the interests of every relevant stakeholder, including employees, shareholders, and customers. Fundamentally, corporate governance plays a key role in both building and organising relationships within companies, and generating profits for shareholders and other stakeholders.

A vital component of corporate governance is the fact that it also tends to determine the ability of a company to cope with a crisis. in this way, a company’s stability and success can be largely attributed to its level of corporate governance, given the importance of a firm framework based on clear values such as honesty and accountability. The strength of these principles in an organisation will direct the way it is managed, its success and the extent of its attractiveness to investors.

As the Organisation for Economic Cooperation and Development (OECD) notes, corporate governance is the “structure by which business corporations are directed and governed.” Good corporate governance, in terms of transparency and compliance with key principles such as accountability in organizations, also has wider implications for business and society in general, on both a national and a global scale. It results in increases in shareholder value, the ability of businesses to weather difficult financial periods and environments, and the general improvement of the global economy.

Germany has been rocked by the Wirecard scandal. The company, which grew from a small and unknown payments company to become one of Europe’s largest fintech firms, had long been held up as an example of the opportunities that Germany’s digital economy offers companies for advancement. Yet the later discovery of Wirecard’s engagement in dishonest accounting procedures and the concealment of debt of billion of euros, culminating in its collapse in June 2020, has left investors and regulators in shock. Crucially, it has raised pertinent questions about the sufficiency of Germany’s regulation of companies and corporate governance.

Understanding the Challenges and Complexity of Corporate Governance

Corporate governance does not take place in a vacuum. It is the result of a nation’s legal, cultural, historic and economic development and landscape, and it is for these reasons that governance structures vary so differently between jurisdictions. Global corporate governance is a pipe dream; there is no alternative but to accept the often-wide international variations between nations and companies, and the legislative and regulatory bases upon which their corporate governance is based. This is in any case inevitable, given the fact that corporate governance may be said to be inextricably connected to the prevailing economic development of a country’s economy and the way in which this has determined organisational ownership and control structures.

Corporate Governance in the UK

This distinction is especially noticeable in the way in which European corporate ownership patterns differ so distinctively from UK ownership structures, and this has carried over into patterns of corporate governance. In Europe, share ownership tends to be concentrated much more significantly in the hands of a smaller group of shareholders and as such, is more orientated towards bank ownership rather than that of financial institutions. Whilst this results in a strong group of owners, it also means that other shareholders are weak and scattered and subject to the control of capital-owning blockholders that have the power to appoint managers. This is precisely the opposite of the UK, or the Anglo-Saxon system, where share ownership tends to be highly fragmented. This results in the ability of a company’s board to exert a significant amount of power over a company’s direction – something that is rarely seen in Europe, where many companies are tightly owned by wealthy families in possession of over 20% of shares.

Although today most countries have corporate governance codes, such as the UK’s Combined Code on Corporate Governance, these are generally soft law that is not legally binding but is rather intended to influence behaviour and set standards. Whilst the UK Combined Code is certainly sophisticated, it is essentially a guide for company self-regulation. The overriding principle in the UK is that of “comply or explain”, by which a compromise is intended to be achieved through the allowance to companies of some flexibility whilst ensuring that reporting and governance requirements are met.

Yet this soft law has no overarching ability actually to improve director accountability and company transparency. Although the UK Code might initially appear strict, it can be criticized for its broadness as well as being open to interpretation. Many companies consider that they have complied with their duties by issuing generic policy statements.

Corporate Governance in Germany

In contrast to the UK, Germany may be said to have one of the tightest regulatory structures for corporate governance. In addition to this, in contrast to the UK, German boards are comprised of two-tier organisations, which is intended to ensure a separation between management and control. Yet, in reality, the functions assigned to the management board and supervisory board are divided differently depending on the specific industry, company size, tradition, and, especially, if one board or the other has strong leaders.

A vital reason for the mandatory policy of the two-tier board in Germany is the politically entrenched policy of labour co-determination. This powerful instrument of corporate governance enables workers to enjoy rights that allow them to actively shape their working environment. This is hardly something that a one-tier board would be likely to tolerate. In contrast to Germany, the reason for the existence of the one-tier board in the UK is likely historically due to the emergency of entrepreneurial activity and resistance to any state or trade union attempts to oversee company structures and introduce labour co-determination. Although labour codetermination is a feature in many European countries, German regulation is significant for its regulatory mandate that there must be an equal shareholder and employee membership at the supervisory board level.

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Corporate Governance in Luxembourg

Luxembourg, in contrast, is a rather more complex case; public limited liability companies, for example, have the choice between a two-tier or a one-tier board structure. It is certainly curious that the overwhelmingly preferred option in Luxembourg is the one-tier structure, suggesting that in the absence of regulatory force, companies prefer the freedom of a mixed board that does not separate supervisory and management functions.  Perhaps Germany too would not embrace two-tier boards and labour codetermination were its companies provided with such a choice. That’s not to say, however, that Germany is without fault. Local emphasis on employee representation has blocked companies from making necessary redundancies, whilst the evolving door that exists between the two tiers of a board has resulted in problematic conflicts of interest.

As an international financial centre, Luxembourg’s corporate governance principles should objectively be stricter, and yet there is no single corporate governance code that is applicable to all companies. Furthermore, the risks of short-termism have been recognised and there is a need to improve board governance structures and improve the focus on reporting requirements. Indeed, there have been various rumbles over the years regarding violations of good corporate governance principles, especially in relation to the close relationships and overlapping interests that exist between the political class, the business community, and its regulators.

Conclusion

Regardless of the differences in corporate governance between the UK, Luxembourg and Germany, rules are only as good as their enforcement. Each nation has developed its own systems and rules in the context of its historical, cultural, economic and legal features, and corporate governance is also inevitably shaped by the economic and political landscape. Regulation and the monitoring of corporate governance is a complex endeavour, and whilst the aim is ultimately to ensure accountability, an accommodation must also be made with the practicalities of business.

About this article

Sources

Financial Times (2019). German governance must be fit for purpose Recent scandals have exposed shortcomings in the corporate model
Kelleher, E. (2013). Luxembourg faces fresh criticism over good governance
European Journal of Business & Management Research (2021). Corporate Governance and Financial Fraud of Wirecard
Mondaq (2022). Luxembourg: Corporate Governance Comparative Guide
No. 13 Hans-Böckler-Stiftung, Dusseldorf (2018). Co-determination in Germany: A Beginner’s Guide
Reuters (2022). Wirecard bosses’ fraud trial begins after scandal that rocked Germany
Deakin Law Review. Vol. 23: 177-208 (2018). Are Corporate Governance Code Disclosure and Engagement Principles Effective Vehicles for Corporate Accountability? The United Kingdom as a Case Study
The Organisation for Economic Cooperation and Development (OECD) (2014). The OECD Principles of Corporate Governance OECD Publication Service
Thomson Reuters. Practical Law (2022). Corporate governance and directors' duties in Luxembourg: overview
United Kingdom (2018). The Combined Code on Corporate Governance

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