Legislative amendments concerning to the independent member of the supervisory board and also an independent member of an audit committee which is not the member of the supervisory board are a novelty for Georgian legislation. (Georgian laws about “Entrepreneurs” and „accounting, reporting and audit”).
According to Georgian legislation, there are foreseen the main criteria of the “independence”. Namely, an independent person is a person, who is not legally and economically dependent on the company, meanwhile, doesn’t own the shares of the company and doesn’t take any kind of reimbursement or other source of the economic benefit, except of the reimbursement determined for the supervisory board member.
In parallel, Georgian legislation regulates the issue of personal responsibility of the supervisory board members if the board member will not be an “honest” and/or “loyal”.
Unlike the CEOs, Georgian national court practice have not yet made a decision subordinating any kind of supervisory board member under the personal corporate legal responsibility.
Considering the different decisions of the supreme court of Georgia about the personal responsibility of CEOs, the only basis of the legal responsibility of independent supervisory board members is also breaking the universal principles of “honesty” and “loyalty”.
The main question of this article is the following: – If the independent member of the supervisory board and/or the independent member of the audit committee, who is not a member of the supervisory board, formally meets with the criteria of the envisaged legislative demands (the person is not legally and/or economically dependent on the company and is not a shareholder of this company), but there are some signs and/or “reasonably suspicions”, that the person’s actions are mostly “dependent” than “independent”, which harms the best interests of the company – how it is possible to assign the corporate responsibility of this person?
I describe two potential situations which maybe will be arisen in the future, but all of them were originated in the past:
- Such a member gave a strategically important consultation in the past on behalf of the company, after a certain period of time the company has re-branded, it significantly changed the structure of ownership and also the company may have changed the corporate name and the logo, but the existing company is the classical legal successor of the past company, which took consultations from the existing independent member of supervisory board and/or the independent member of the auditor’s committee;
- An existing independent member was the major or minor shareholder of the company and/or was the executive member of the supervisory board and/or an executive or non-executive member of the directorate. Acting legal regulation foresees the present status of the person and doesn’t include the possible past statuses, which were closely connected to the company.
Besides, there will be any kind of the “dependence”, which is out of the scope of the existing regulation, but it maybe originated in the future. This reason is quite subjective and in case of the court proceedings, the burden of assertion of the company will be more complex, than in case of the above mentioned two potential reasons.
There is no special described criteria of the “legal” and/or “economical” dependence in the law.
Anyway, during the court lawsuits against the independent board member, the burden of assertion lies on the complainant company, which should proof, that the board member “legally” and/or “economically” is partially or fully “dependent” and the eventuated situation harms the legal interests of the company, (especially it harms the interests of the minor shareholders).
Dealing with the fact, when the existence of the fully independent member of the supervisory board and/or fully independent member of the audit committee, which is not under the structural arrangement of the supervisory board is vital and strategically important for the accountable enterprises and/or other public interest enterprise, it is quite important to make some amendments in existing Georgian legislation, which will more concretely describes the scopes of the “legal” and/or “economic” independence. Moreover, Georgian legislation characterizes the very abstractive basis of the legal responsibility of any kind of supervisory board member like any kind of members of directorate. Namely the duties of “honesty” and “loyalty” is general and case by case only court practice describes whether or not one or another CEO breaks one of these duties or both of them.
Concretizing the full or approximate scopes of the described basis of “independence”, such as the “legal” and/or economic independence” will have very positive impact on the
- Complainant Company, as there will be more material legal basis to proof that the board member was “dependent;
- Supervisory board member and or the member of the audit committee, because there will be more specific reasons to effectively defense the legal positions during court hearings;
- Justice/applicable judge(s), because while elaborating the court decision, there will be more objective legislative criteria to measure the capacity of the “independence”.
From time to time, Georgian entrepreneurial law is developed by the precedential decisions of Georgian Supreme Court. There is no guarantee, that in the future the main subject of the court hearing will be the personal corporate legal responsibility of the independent member of the supervisory board and/or the independent member of the audit committee.
Improved legislation will encourage the high quality of the court decisions and vice versa, the qualified court practice will develop the institute of an independent member of the supervisory board. Finally, this interaction will have the positive influence on the national practice of corporate governance.
Levan Kokaia
Master in Law. Attorney at Law. Legal consultant on corporate governance issues. Currently serves as a corporate lawyer at one of the energy companies. Member of Georgian Bar Association. Author of more than 40 publications. Guest lecturer and trainer at GIPA.
დატოვე კომენტარი
I really like and appreciate your article post. Much obliged.
Hi, its fastidious article regarding media print, we all understand media is a fantastic source of information.
apartments in davie fl rentberry scam ico 30m$ raised apartments for rent in buena park
There is noticeably a bunch to identify about this. I believe you made certain nice points in features also.
Nightflyers terminan explicado: ¿qué acaba de pasar?
Amazing things here. I am very happy to see your post.Thank you so much and I am looking forward to touch you.Will you please drop me a e-mail?
I think this is a real great article post.Really thank you! Great.
Thanks so much for the article post.Really thank you!
Enjoyed every bit of your post.Really looking forward to read more. Will read on…
I loved your article.Really looking forward to read more. Great.
Thanks for sharing, this is a fantastic post.Really looking forward to read more. Keep writing.
I appreciate you sharing this blog article.Really thank you! Much obliged.
I truly appreciate this article post. Great.
Fantastic blog article.Much thanks again. Much obliged.
I’m extremely impressed with your writing skills and also with the layout on your blog.Is this a paid theme or did you customize it yourself?Anyway keep up the nice quality writing, it is rareto see a nice blog like this one today.
I have read so many articles or reviews about the blogger lovers but this articleis actually a pleasant post, keep it up.Also visit my blog post; Keto Premium One Shot
Heya just wanted to give you a quick heads up and let youknow a few of the pictures aren’t loading correctly.I’m not sure why but I think its a linking issue. I’vetried it in two different browsers and both show the sameoutcome.
What’s up colleagues, how is all, and whatyou want to say on the topic of this post, in my view its truly remarkable for me.
I needed to thank you for this very good read!! I absolutely loved every little bit of it. I have you saved as a favorite to check out new stuff you postÖ
I blog frequently and I truly thank you for your content. The article has truly peaked my interest. I’m going to book mark your blog and keep checking for new information about once per week. I subscribed to your RSS feed as well.
Hi there, this weekend is good in favor of me, as this moment i am readingthis fantastic informative paragraph here at my house.
Thanks for the article.Really thank you! Really Great.
Aw, this was a very nice post. Taking the time and actual effort to generate a top notch article… but whatcan I say… I hesitate a lot and don’t seem to get anything done.
I value the blog post.Thanks Again. Will read on…
stromectol for human – ivermectin for human stromectol for sale online
Really enjoyed this blog article.Much thanks again. Really Great.
modalert online order modafinil modafinil generic
modafinil pill provigil generic modafinil pill
You could definitely see your expertise within the paintings you write. The world hopes for even more passionate writers such as you who are not afraid to say how they believe. Always go after your heart.
Pretty great post. I simply stumbled upon your blog and wished to mention that I’ve really loved browsing your blog posts. After all I will be subscribing on your rss feed and I’m hoping you write again very soon!
Go travelling hydreane bb light “We condemn this step,” said Nabil Abu Rdainah, spokesman for Palestinian President Mahmoud Abbas, accusing Israel of seeking to “put obstacles in the way of US-backed (peace) efforts.”
What’s up, its pleasant piece of writing on the topic of mediaprint, we all be aware of media is a enormous source of facts.
Great, thanks for sharing this blog article.Really looking forward to read more. Want more.
about. You managed to hit the nail upon the top and defined out the whole thing without having side effect , people could take a signal.
I like this blog so much, bookmarked.my blog; Chillbox AC
I am not sure where you are getting your info,however good topic. I must spend a while finding out much moreor understanding more. Thank you for wonderful info I used to be on the lookout for this info for mymission.
Thanks so much for the article post.Much thanks again. Fantastic.
Wow that was odd. I just wrote an incredibly long comment butafter I clicked submit my comment didn’t show up. Grrrr…well I’m not writing all that over again. Anyways, just wanted to say wonderful blog!
I want to to thank you for this good read!! I absolutely loved every bit of it. I’ve got you book-marked to check out new things you postÖ
I love looking through an article that can make men and women think. Also, many thanks for permitting me to comment!
Fastidious respond in return of this matter with firm arguments and describing everything regarding that.
At this time it appears like Expression Engine is the top bloggingplatform available right now. (from what I’ve read) Is that what you areusing on your blog?
I?m not sure where you are getting your information, but good topic. I needs to spend some time learning much more or understanding more. Thanks for fantastic info I was looking for this information for my mission. Adelaida Robby Dorolisa
Simply desire to say your article is as astounding. The clearness in your post is simply cool and that i could think you are knowledgeable on this subject. Fine together with your permission allow me to grasp your RSS feed to keep updated with coming near near post. Thanks a million and please keep up the gratifying work.
wonderful issues altogether, you simply won a logo new reader. What might you recommend about your publish that you just made a few days in the past? Any positive?
Hi just wanted to give you a brief heads up and let you know a few of the pictures aren’t loading properly. I’m not sure why but I think its a linking issue. I’ve tried it in two different internet browsers and both show the same results.
Spot on with this write-up, I really assume this web site wants rather more consideration. I’ll in all probability be once more to read rather more, thanks for that info.
It is the best time to make a few plans for the longer term and it is time to be happy. I’ve learn this post and if I may I desire to recommend you few interesting things or suggestions. Maybe you could write subsequent articles regarding this article. I wish to learn even more issues about it!
A lot of of whatever you state happens to be supprisingly legitimate and that makes me ponder the reason why I had not looked at this with this light before. This article really did turn the light on for me personally as far as this subject goes. Nonetheless at this time there is one factor I am not really too comfortable with so while I make an effort to reconcile that with the actual core idea of your position, permit me see just what the rest of your subscribers have to point out.Nicely done.
I’m not sure where you’re getting your info, but good topic. I needs to spend some time learning more or understanding more. Thanks for fantastic information I was looking for this information for my mission.
Paragraph writing is also a excitement, if you be acquaintedwith afterward you can write or else it is complex to write.
We are a gaggle of volunteers and starting a new scheme in our community. Your site offered us with valuable information to paintings on. You have performed a formidable task and our whole neighborhood can be grateful to you.
I was recommended this blog by means of my cousin. I am no longer certain whether or not this put up is written through him as nobody else know such detailed about my problem. You are incredible! Thanks!
Sweet blog! I found it while surfing around on Yahoo News. Do you have any tips on how to get listed in Yahoo News? I’ve been trying for a while but I never seem to get there! Thanks
Hello There. I discovered your weblog the usage of msn. This is a very neatly written article. I’ll be sure to bookmark it and return to learn extra of your useful info. Thank you for the post. I’ll certainly return.
Whoa! This blog looks exactly like my old one! It’s on a entirely different topic but it has pretty much the same layout and design. Excellent choice of colors!
Thank you for the sensible critique. Me and my neighbor were just preparing to do a little research about this. We got a grab a book from our local library but I think I learned more clear from this post. I’m very glad to see such great info being shared freely out there.
I loved your blog article.Thanks Again. Much obliged.
Thanks so much for the blog post.Really looking forward to read more. Great.
It certainly is nearly impossible to see well-qualified women and men on this theme, however , you appear like you understand those things you’re raving about! Thank You
Muchos Gracias for your article post.
A round of applause for your blog article.Thanks Again. Great.
I appreciate you sharing this blog post. Really Great.
This article gives clear idea in favor of the new peopleof blogging, that really how to do running a blog.
Very informative blog post.Much thanks again. Keep writing.
Really appreciate you sharing this article. Cool.
What’s up, its good post concerning media print, we all be aware of media is a enormous source of information.
Im grateful for the blog post.Really looking forward to read more. Really Cool.
Really informative blog.Thanks Again. Cool.
I am so grateful for your article post.Much thanks again. Keep writing.
A big thank you for your article. Cool.
Very neat article post.Really thank you! Keep writing.
can you take ed pills while drinking – logynon ed missed pill men ed
This is one awesome blog article.Really looking forward to read more. Cool.
Hey just wanted to give you a brief heads up and let you know a few of the images aren’t loading correctly.I’m not sure why but I think its a linking issue. I’ve triedit in two different browsers and both show the same outcome.
Thank you for your blog article.Really looking forward to read more. Want more.
Really informative blog.Much thanks again. Really Great.
Very informative blog.Thanks Again. Keep writing.
Amazing! This blog looks just like my old one! It’s on a entirely different topic but it haspretty much the same layout and design. Outstanding choice ofcolors!
I value the article post.Really thank you! Fantastic.
Fantastic post.Much thanks again. Fantastic.
Thanks-a-mundo for the blog post.Really looking forward to read more. Awesome.
It’s really a great and useful piece of info. I am glad that you shared this helpful information with us. Please keep us up to date like this. Thank you for sharing.
I love reading a post that can make people think. Also, many thanks for permitting me to comment.
Bağlama Büyüsü 19 Nov, 2021 at 4:54 am Wow! This blog looks exactly like my old one!….
Muchos Gracias for your blog article.Really thank you! Awesome.
381037 637649What a lovely blog. Ill surely be back again. Please preserve writing! 395418
hydroxichlorquine chloroquine australia hydroxchloroquine
Wow, great article.Really thank you! Will read on…
Resume cd player essay pro sign upUYhjhgTDkJHVy
I appreciate you sharing this post. Fantastic.
Great post. I was checking constantly this blog and I’m impressed! Extremely helpful info specifically the last part 🙂 I take care of such information a lot. I was looking for this particular information for a long time. Thank you and best of luck.
Very interesting topic , appreciate it for putting up. „Not by age but by capacity is wisdom acquired.” by Titus Maccius Plautus.
This information is worth everyone’s attention.Where can I find out more?
Thanks for sharing your thoughts. I really appreciate yourefforts and I will be waiting for your next write ups thank you once again.
Really enjoyed this blog article.Much thanks again. Will read on…
Really appreciate you sharing this blog post.Thanks Again. Great.
Say, you got a nice blog.Really looking forward to read more. Cool.
Muchos Gracias for your post.Really thank you! Awesome.
Really appreciate you sharing this blog.Thanks Again. Really Great.
I really like and appreciate your article post.Really thank you! Awesome.
Fantastic article post. Will read on…
Hey, thanks for the article.Much thanks again. Awesome.
Thanks so much for the article post.Really looking forward to read more. Great.
Howdy just wanted to give you a quick heads up and let you know a few ofthe images aren’t loading properly. I’m not surewhy but I think its a linking issue. I’ve tried it in two different browsers and both show the same outcome.
Muchos Gracias for your blog post. Great.
Hello, you used to write excellent, but the last few posts have been kinda boring… I miss your great writings. Past few posts are just a bit out of track! come on!
doxycycline vibramycin doxycycline for sale – order doxycycline online
Really appreciate you sharing this article.Really thank you!
It is truly a great and useful piece of information. I am glad that you just shared this useful info with us. Please stay us informed like this. Thank you for sharing.
I do not even know how I ended up right here, however I believed this post was once good. I do not recognise who you are but definitely you are going to a well-known blogger when you aren’t already 😉 Cheers!
I quite like looking through an article that can make men and women think. Also, thank you for allowing for me to comment.
Im grateful for the blog post.Thanks Again. Fantastic.
writing services for students letter writing service online
Major thanks for the blog. Much obliged.
Hello, I check your new stuff on a regular basis. Your writing style is awesome,keep it up!
I am so grateful for your post. Fantastic.
Awsome post and right to the point. I don’t know if this is in fact the best place to ask but do you folks have any thoughts on where to hire some professional writers? Thanks in advance 🙂
I want to to thank you for this wonderful read!! I absolutely loved every little bit of it. I’ve got you book-marked to look at new things you postÖ
Hello! I could have sworn I’ve been to this blog before but after looking at a few of the posts I realized it’s new to me. Regardless, I’m certainly pleased I discovered it and I’ll be book-marking it and checking back regularly!
I cannot thank you enough for the blog post.Really thank you! Awesome.
I just like the helpful info you supply to your articles.I will bookmark your blog and check once more herefrequently. I’m moderately certain I will learn lots of new stuffproper right here! Best of luck for the following!
Some really excellent info , Gladiola I found this. “Reprove thy friend privately commend him publicly.” by Solon.
I value the blog.Really looking forward to read more. Cool.
F*ckin’ amazing things here. I’m very glad to see your article. Thanks a lot and i am looking forward to contact you. Will you please drop me a e-mail?
Fantastic article post.Really thank you! Want more.
Great post.Much thanks again. Much obliged.
Thanks for the blog article.Really looking forward to read more. Cool.
What’s up, this weekend is pleasant for me, as this point in time i am reading this impressive educational post here at my house.
Hello my friend! I wish to say that this post is amazing, great written and come with almost all important infos. I¡¦d like to see more posts like this .
Hey, thanks for the article post.Much thanks again. Cool.
wow, awesome blog post.Really thank you! Keep writing.
Wow, great blog article.Thanks Again.
oral ivermectin rosacea dr syed haider ivermectin
stromectol oral – stromectol brand ivermectin 0.5
I really like and appreciate your blog post.Really looking forward to read more. Keep writing.
Really enjoyed this blog post.Really looking forward to read more. Much obliged.
I enjoy what you guys are usually up too. This type of clever work andreporting! Keep up the great works guys I’ve incorporatedyou guys to my personal blogroll.
I really enjoy the blog post.Really looking forward to read more. Really Great.
Greetings! Very useful advice within this post! It’s the little changes that will make the largest changes. Many thanks for sharing!
troubles and we recommend leaving If you like to organize australia clenbuterol
Awesome blog article.Really looking forward to read more. Want more.
From time to time skins don’t issue but talent Issuesevery time.Free Fire Account Free 2021 Garena Accounts And PasswordFree Fire Account Free
essaybot how to do your homework good essay writing services
It’s exhausting to search out educated individuals on this topic, however you sound like you understand what you’re speaking about! Thanks
4 corners pharmacy canadian pharmacy express
Se ríe divino Dave wagrians alrededor de Jim el sábado por la noche en vivo y el elenco
kind of pattern is usually seen in Outlet Gucci series. A good example is the best.
I cannot thank you enough for the article post.Really looking forward to read more. Keep writing.
A round of applause for your article post.Really thank you! Will read on…
ผมชอบใจเล่นกับ เว็บการพนันออนไลน์อันดับ 1 ระบบแจ๋ว ชื่นชอบสุดน่าจะเป็นระบบฝากถอนแบบอัตโนมัติ ไม่มีอย่างต่ำ เพราะครั้งที่แล้วผมเคยเล่นเว็บไซต์อื่นเวลาฝากก็จำเป็นต้องแจ้งพนักงานตอนถอนก็จำเป็นต้องแจ้งพนักงาน ทำให้เสียเวลาเสียอารมณ์ จริงๆนะครับ
I loved your blog article.Really looking forward to read more. Much obliged.
Thanks for the article post.Much thanks again. Want more.
I value the blog.Really thank you! Much obliged.
Thanks a lot for the blog post.Really looking forward to read more. Cool.