Company actors- SB members/ non-executives Powers and duties of non-executives (independent of single or dual board structure Advising managing directors ex ante Supervising managing directors ex post Representing the company in case of conflicting interests between the company and its managers ( corporate opportunities Examples) Further assignments on the basis of the company 's articles of association (cf appointing company executive directors) Universiteit Maastricht
Company actors – SB members/‘non-executives’ Powers and duties of ‘non-executives’ (independent of single or dual board structure) - Advising managing directors ex ante - Supervising managing directors ex post - Representing the company in case of conflicting interests between the company and its managers (‘corporate opportunities’ - Examples) - Further assignments on the basis of the company’s articles of association (cf. appointing company executive directors)
Company actors other company officials? This ultimately depends on EU law being absent: national Law, and Company s articles of association Example: Board of auditors Note: inventing another ' name tag for no other purpose than trying to avoid mandatory laws is not allowed for Cf. (past)Philips Raad van Toezicht rather than Raad van Commissarissen 'with a view to avoidance of special rules for large companies under NL company laws Universiteit Maastricht
Company actors – Other company ‘officials’? This ultimately depends on: – EU law being absent: national Law, and – Company’s articles of association Example: - Board of auditors Note: ‘inventing’ another ‘name tag’ for no other purpose than trying to avoid mandatory laws is not allowed for Cf. (past) Philips ‘Raad van Toezicht’, rather than ‘Raad van Commissarissen’ with a view to avoidance of special rules for ‘large’ companies under NL company laws
Companies and Firms -Sizes, EU law classifications European Commission ( Source:May2003,C(2003)1422,OL124,p.36-41) Micro enterprises: with less than 10 employees and an annual turnover /balance sheet total of maximum eUR 2 million Small enterprises with at least 10, but less than 50 employees and an annual turnover/balance sheet total of maximum eur 10 million Medium-sized enterprises with at least 50, but no more than 249 employees and an annual turnover not exceeding EUR 50 million and or a balance sheet total not more than EUR 43 million Universiteit Maastricht
Companies and Firms – Sizes; EU law classifications European Commission (Source: May 2003, C(2003) 1422, OJ L 124, p. 36-41) • Micro enterprises: with less than 10 employees and an annual turnover/balance sheet total of maximum EUR 2 million • Small enterprises with at least 10, but less than 50 employees and an annual turnover/balance sheet total of maximum EUR 10 million • Medium-sized enterprises with at least 50, but no more than 249 employees and an annual turnover not exceeding EUR 50 million, and/or a balance sheet total not more than EUR 43 million
Companies and Firms -Sizes, EU law classifications Relevance of these records. Eurostat (http:/epp.eurostatec.europaeu>statistics>StatisticsA-z>) Over 99 of businesses in the non-financial sector consists of SMES SMEs employ over 67% of the European workforce Commission SMEs remain the backbone of the european economy Source: COM( 2007)592 final, p 3. Note: first Action Plan: 1986) Cf. Zaibatsus and keretsus in Japan Universiteit Maastricht
Companies and Firms – Sizes; EU law classifications Relevance of these records...? EuroStat: (http://epp.eurostat.ec.europa.eu > Statistics > Statistics A-Z >) Over 99% of businesses in the non-financial sector consists of SME’s • SME’s employ over 67% of the European workforce…! Commission: SME’s remain the ‘backbone of the European economy’ Source: COM (2007) 592 final, p. 3. Note: first Action Plan: 1986) Cf. Zaibatsus and Keretsus in Japan
EU(Company) Law... Think small first? Current developments.(EU Websites European Commission Enterprise Industry http://ec.europa.eu/enterprise/indexen.htm "Company Law Corporate governance http://ec.europaeu/internalmarket/company/indexen.htm Small and Medium Sized Enterprises (SMe) http://ec.europa.eu/enterprise/policies/sme/indexen.htm/ (Cf. quote next slide) Universiteit Maastricht
EU (Company) Law... Think small first? Current developments… (EU websites) - ‘European Commission Enterprise & Industry’, http://ec.europa.eu/enterprise/index_en.htm. - ‘Company Law & Corporate Governance’ http://ec.europa.eu/internal_market/company/index_en.htm. - Small and Medium Sized Enterprises (SME): http://ec.europa.eu/enterprise/policies/sme/index_en.htm/ (Cf. quote next slide)