Comply Or Explain
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Comply Or Explain
Comply or explain is a regulatory approach used in the United Kingdom, Germany, the Netherlands and other countries in the field of corporate governance and financial supervision. Rather than setting out binding laws, government regulators (in the UK, the Financial Reporting Council, in Germany, under the Aktiengesetz) set out a code, which listed companies may either comply with, or if they do not comply, explain publicly why they do not. The purpose of "comply or explain" is to "let the market decide" whether a set of standards is appropriate for individual companies. Since a company may deviate from the standard, this approach rejects the view that "one size fits all", but because of the requirement of disclosure of explanations to market investors, anticipates that if investors do not accept a company's explanations, then they will sell their shares, hence creating a "market sanction", rather than a legal one. The concept was first introduced after the recommendations of the C ...
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United Kingdom
The United Kingdom of Great Britain and Northern Ireland, commonly known as the United Kingdom (UK) or Britain, is a country in Europe, off the north-western coast of the continental mainland. It comprises England, Scotland, Wales and Northern Ireland. The United Kingdom includes the island of Great Britain, the north-eastern part of the island of Ireland, and many smaller islands within the British Isles. Northern Ireland shares a land border with the Republic of Ireland; otherwise, the United Kingdom is surrounded by the Atlantic Ocean, the North Sea, the English Channel, the Celtic Sea and the Irish Sea. The total area of the United Kingdom is , with an estimated 2020 population of more than 67 million people. The United Kingdom has evolved from a series of annexations, unions and separations of constituent countries over several hundred years. The Treaty of Union between the Kingdom of England (which included Wales, annexed in 1542) and the Kingdom of Scotland in 170 ...
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Audit
An audit is an "independent examination of financial information of any entity, whether profit oriented or not, irrespective of its size or legal form when such an examination is conducted with a view to express an opinion thereon.” Auditing also attempts to ensure that the books of accounts are properly maintained by the concern as required by law. Auditors consider the propositions before them, obtain evidence, and evaluate the propositions in their auditing report. Audits provide third-party assurance to various stakeholder (corporate), stakeholders that the subject matter is free from Materiality (auditing) , material misstatement. The term is most frequently applied to audits of the financial information relating to a legal person. Other commonly audited areas include: secretarial and compliance, internal controls, quality management, project management, water management, and energy conservation. As a result of an audit, stakeholders may evaluate and improve the effecti ...
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Concepts
Concepts are defined as abstract ideas. They are understood to be the fundamental building blocks of the concept behind principles, thoughts and beliefs. They play an important role in all aspects of cognition. As such, concepts are studied by several disciplines, such as linguistics, psychology, and philosophy, and these disciplines are interested in the logical and psychological structure of concepts, and how they are put together to form thoughts and sentences. The study of concepts has served as an important flagship of an emerging interdisciplinary approach called cognitive science. In contemporary philosophy, there are at least three prevailing ways to understand what a concept is: * Concepts as mental representations, where concepts are entities that exist in the mind (mental objects) * Concepts as abilities, where concepts are abilities peculiar to cognitive agents (mental states) * Concepts as Fregean senses, where concepts are abstract objects, as opposed to mental obje ...
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Principles
A principle is a proposition or value that is a guide for behavior or evaluation. In law, it is a rule that has to be or usually is to be followed. It can be desirably followed, or it can be an inevitable consequence of something, such as the laws observed in nature or the way that a system is constructed. The principles of such a system are understood by its users as the essential characteristics of the system, or reflecting system's designed purpose, and the effective operation or use of which would be impossible if any one of the principles was to be ignored. A system may be explicitly based on and implemented from a document of principles as was done in IBM's 360/370 ''Principles of Operation''. Examples of principles are, entropy in a number of fields, least action in physics, those in descriptive comprehensive and fundamental law: doctrines or assumptions forming normative rules of conduct, separation of church and state in statecraft, the central dogma of molecular biolo ...
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German Company Law
German company law (''Gesellschaftsrecht'') is an influential legal regime for companies in Germany. The primary form of company is the public company or ''Aktiengesellschaft'' (AG). A private company with limited liability is known as a ''Gesellschaft mit beschränkter Haftung'' (GmbH). A partnership is called a ''Kommanditgesellschaft'' (KG). History In Germany, through most of the 19th century the ''Kommanditgesellschaft'' (''société en commandite'' in France) was the typical form of business organisation. A "KG" had at least one member with unlimited liability, but other investors' liability was limited to their contribution. A special concession was not required for setting up this company. The first German public company statute was the Prussian Act of 1794. In 1861 the ''Allgemeines Deutsches Handelsgesetzbuch'' or the General Commercial Code for all of Germany, as well as Austria, was enacted, which devoted a section to joint stock companies. This allowed incorporation wi ...
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UK Company Law
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandato ...
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SRD II
The Shareholder Rights Directive''2007/36/EC amended by thDirective 2017/828/EU establishes requirements in relation to the exercise of certain shareholder rights attached to EU-listed companies. It also establishes specific requirements in order to encourage shareholder engagement, in particular in the long term. The Shareholder Rights Directive 2007 replaced the First Company Law Directiv68/151/EEC It set out minimum requirements relating to the holding of meetings in the EU. The directive was amended and largely extended by Directive 2017/828/EU of 17 May 2017, also known as SRD II, as regards the encouragement of long-term shareholder engagement. Contents The directive's structure is as follows: *Chapter Ia. Identification of shareholders, transmission of information, facilitation of exercise of shareholders' rights *Chapter Ib. Transparency of institutional investors, asset managers and proxy advisors *Chapter II on General meetings of shareholders including the remuneration ...
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Remuneration
Remuneration is the pay or other financial compensation provided in exchange for an employee's ''services performed'' (not to be confused with giving (away), or donating, or the act of providing to). A number of complementary benefits in addition to pay are increasingly popular remuneration mechanisms. Remuneration is one component of reward management. In the UK it can also refer to the automatic division of profits attributable to members in a Limited Liability Partnership (LLP). Types Remuneration can include: * Commission *Employee benefits *Employee stock ownership *Executive compensation ** Deferred compensation *Salary **Performance-linked incentives *Wage * Mandatory compensation payable by an employer to an employee for the benefit obtained from a patent for an invention made by an employee United States For wage withholding purposes under U.S. income tax law, the term "wage" means remuneration (with certain exceptions) for services performed by an employee for an empl ...
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Germany
Germany,, officially the Federal Republic of Germany, is a country in Central Europe. It is the second most populous country in Europe after Russia, and the most populous member state of the European Union. Germany is situated between the Baltic and North seas to the north, and the Alps to the south; it covers an area of , with a population of almost 84 million within its 16 constituent states. Germany borders Denmark to the north, Poland and the Czech Republic to the east, Austria and Switzerland to the south, and France, Luxembourg, Belgium, and the Netherlands to the west. The nation's capital and most populous city is Berlin and its financial centre is Frankfurt; the largest urban area is the Ruhr. Various Germanic tribes have inhabited the northern parts of modern Germany since classical antiquity. A region named Germania was documented before AD 100. In 962, the Kingdom of Germany formed the bulk of the Holy Roman Empire. During the 16th ce ...
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German Corporate Governance Code
German(s) may refer to: * Germany (of or related to) **Germania (historical use) * Germans, citizens of Germany, people of German ancestry, or native speakers of the German language ** For citizens of Germany, see also German nationality law **Germanic peoples (Roman times) * German language **any of the Germanic languages * German cuisine, traditional foods of Germany People * German (given name) * German (surname) * Germán, a Spanish name Places * German (parish), Isle of Man * German, Albania, or Gërmej * German, Bulgaria * German, Iran * German, North Macedonia * German, New York, U.S. * Agios Germanos, Greece Other uses * German (mythology), a South Slavic mythological being * Germans (band), a Canadian rock band * "German" (song), a 2019 song by No Money Enterprise * ''The German'', a 2008 short film * "The Germans", an episode of ''Fawlty Towers'' * ''The German'', a nickname for Congolese rebel André Kisase Ngandu See also * Germanic (other) * Germa ...
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UK Corporate Governance Code
The UK Corporate Governance code, formerly known as the Combined Code (from here on referred to as "the Code") is a part of UK company law with a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange. It is overseen by the Financial Reporting Council and its importance derives from the Financial Conduct Authority's Listing Rules. The Listing Rules themselves are given statutory authority under the Financial Services and Markets Act 2000 and require that public listed companies disclose how they have complied with the code, and explain where they have not applied the code in what the code refers to as 'comply or explain'. Private companies are also encouraged to conform; however there is no requirement for disclosure of compliance in private company accounts. The Code adopts a principles-based approach in the sense that it provides general guidelines of best practice. This contrasts with a rules-based approach which rigidly defines exa ...
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