النظام القانوني لاستقلال مجلس إدارة الشركة المساهمة في ظل قواعد الحوكمة (دراسـة مـقـارنـة)

Rp-The Legal System for the Independence of the Board of Directors of a Joint-stock Company under the Rules of Governance (A comparative study).pdf

If the general rule makes managing the company’s affairs an exclusive right for all partners collectively in private companies, then this cannot have its effect and impact extend to financial companies and the joint-stock company in particular, due to the large number of shareholders, which has led many jurists to liken the company’s shareholders to the people of the state. The person who undertakes the actual management of the joint-stock company is its board of directors, which is the primary driver of the company’s activity. If the board of directors is the one who assumes the management of the company and performs all the work necessary for the operation of the company’s activity, however, it is impossible for it to carry out the daily work necessary to manage the company due to Due to the nature of its formation and meeting, for this reason, the Board of Directors assigns this task to a member or group of its members, or delegates a director of the company to implement the decisions of the Board of Directors and conduct the daily business of the company under the supervision and control of the Board of Directors.
At a time when the management of the joint-stock company must achieve the company’s interests by achieving the largest possible financial returns; These people are not of equal integrity, especially since they enjoy broad powers in managing the company and their control over its capabilities, and the matter may end up achieving their own interests at the expense of the interest of the company they manage, and from here begins the Idea of the independence of the board of directors, and in this message we are trying to shed light on the concept The independence of the Board of Directors is the first step that confirms the company’s success in achieving the goal for which it was established. Because this will ensure the presence of a distinguished and competent board of directors capable of carrying out its responsibilities and functions effectively.
Within the scope of the research, we have shown the importance of independence, which contributes significantly to evaluating the performance of the Board of Directors and makes it capable of making decisions objectively in a way that helps strengthen the company’s capital and pushes the executive management to make investment decisions. Then we touched on the research problem represented by the inadequacy of legislative texts in achieving the requirements. Governance to complete the provisions of the independence of the Board of Directors. Accordingly, through a comparative analytical study with the latest legislation that dealt with governance rules, the research concluded that the provisions for the independence of the Board of Directors are measured according to standards aimed at improving the practices of boards of directors and the performance of their members. We came up with several important recommendations that we will mention in turn.