MODIFICATION OF THE SLOVENIAN COMPANIES ACT AND IMPROVEMENT OF CORPORATE GOOD PRACTISE  

作　　者：Dr. Dusan Jovanovic Dr. Borut Bratina 

机构地区：[1]Assoc. Prof. Dr. Dusan Jovanovic, Institution/Affiliation: Faculty of Economics and Business, University of Maribor. [2]Assoc. Prof. Dr. Borut Bratina, Institution/Affiliation: Faculty of Economics and Business, University of Maribor.

出　　处：《US-China Law Review》2016年第8期615-631,共17页美中法律评论（英文版）

摘　　要：Before summer 2015, the Slovenian legislator has again amended the Companies Act and has, by adopting the amendment ZGD-1I （107 articles）, introduced important modifications that also effect the execution and development of corporate governance. The amendment itself was being drafted for as long as three years and thus presents an expertly prepared proposition of needed modifications to the corporate legislation, however, in the final phase of adoption and execution, the document became subject to political synchronization once again, which resulted in paramount corporate institutions, including the regulations on the dormant partnership and the formulation of the judicially recognized Business Judgement Rule, to be left out of the reform. Nevertheless, the amendment ZGD-1I still includes a number of novelties that have a decisive impact on the corporate governance. Amongst the most important are the layout of D＆O Insurance, limitation period for the waiver of compensation claims against the members of the management and supervisory bodies and a more detailed organization of the audit committee, especially as regards particular open- ended questions that have their origin in the corporate governance practice and address the relations between the management and supervisory bodies. Newly introduced is also the institution of internal audit, where the solutions are optional, except for the companies, which have to arrange the internal audit pursuant to other laws （e.g. pursuant to the Banking Act and the Insurance Act）. Amongst the significant modifications to the corporate legislation are also the completely changed provisions on minor offences that have an important influence on corporate governance and on the operation of the management and supervisory bodies. In the article, the authors present the modified corporate law solutions that have a material impact on corporate governance into details, while delivering their critical view on the modifications and offering propositions for possible enhancement

关 键 词：斯洛文尼亚 公司法 修改 公司治理 监督机构 企业 审计机构 开放式问题 

分 类 号：F276.6[经济管理—企业管理] D922.29[经济管理—国民经济]