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Read the text about Corporate Governance and complete the charts presenting one-tier and two-tier board systems with the words and expressions from the text.
Corporate governance
Corporate governance is the study of the power relations between
the Board of Directors
and those who elect them (shareholders in the
General Meeting
and employees). Companies differ in the form of internal structure – some of them have a
two-tier board
and some – a
one-tier board
. The United Kingdom, the United States, and most Commonwealth countries have single unified Boards of Directors. An individual selected as
President
and
CEO
(Chief Executive Officer) of a corporation reports to the Board of Directors.
In Germany, companies have two tiers, i.e. shareholders (and employees) elect a
Supervisory Board
for control purposes. Then the Supervisory Board chooses the
Management Board
or the
Executive Board
for the day-to-day business. In this system, the
CEO
presides over the executive board and the
chairman
presides over the supervisory board, and these two roles will always be held by different people to prevent a conflict of interest and too much power being concentrated in the hands of one person. There is the option to use two tiers in France, and in the new
European Companies
(i.e. European public companies; a universal, European form of running a business in the European Union). Since German company law has also served as an example for the development of national legal systems in several Eastern European countries, the representatives of the two-tier model also include countries like Poland, Czechia, Slovakia, Bulgaria and Latvia.
ONE-TIER BOARD SYSTEM
General Meeting of
(1 p.)
------->
(1 p.)
of Directors ------->
(1 p.)
& CEO
TWO-TIER BOARD SYSTEM
(1 p.)
General Meeting/AGM (of shareholders) ------->
(1 p.)
Board with the chairman ------->
(1 p.)
/Executive Board with the President/CEO
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