The Corporate Governance Code and the Commercial Companies Law
HC-A.1.5
The Corporate Governance Code supplements the Commercial Companies Law. It does not replace the Commercial Companies Law but is intended to further that Law's objectives and to provide help in understanding, complying with, monitoring performance under, and ensuring fair disclosure under that Law.
July 2011HC-A.1.6
The Commercial Companies Law already mandates many corporate governance best practices. Examples are found in the Law's rules for board and shareholder meetings, its statement of directors' and officers' fiduciary duties, and its rules for company shares. The Corporate Governance Code refers to many of those principles, but it does not repeat or incorporate them all. Thus
CMSPs should be familiar with both the Commercial Companies Law and the Corporate Governance Code.July 2011HC-A.1.7
The Corporate Governance Code goes beyond the Commercial Companies Law's requirements on several points. Examples are the Code's recommendations that the Chairman of the board and the
CEO should not be the same person, and that at least 50% of the board of directors should benon-Executive Directors .July 2011
