Corporate governance is a cardinal component of functioning of any business entity. Due to the specific nature of banks, it is even more decisive who are the individuals governing the strategy or business plan of a bank, managing the risks, assessing the efficiency of the internal regulation of governance and establishing the effective internal control mechanisms. This thesis outlines the regulation in the Republic of Slovenia, comparing it to foreign jurisdictions and practices.
The thesis consists of three main parts. The first considers the appointment of members of the corporate governance bodies on a general level, as well as scrutinising criteria for each individual member, fit & proper assessment and the procedure for obtaining the authorisation to perform the function of a member of a bank’s management board in front of Bank of Slovenia. The first part also analyses the board-level employee representation in banks, as the novelty in Slovenian banking system and as a consequence of the last year's Constitutional court decision. The current regulation is compared with other continental jurisdictions.
In the second part, the thesis answers to the questions of how and in whose interest the members of corporate governance body shall act. It considers the professional duties standards and ethical standards. Moreover, it deliberates the standard of independence and due process in case of conflict of interest.
With regard to the latter, the last part inspects the consequences of infringing the duties, namely, the supervision of carrying out the functions and civil liability of the members of the corporate governance bodies in banks.
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