Naslov
Transparency and Disclosure In Croatia - A Brief Review

Autori
Čulinović-Herc, Edita ; Galogaža, Andrej

Vrsta, podvrsta i kategorija rada
Sažeci sa skupova, neobjavljeni rad, stručni

Skup
Second OECD South East Europe Corporate Governance Roundtable

Mjesto i datum
Istanbul, Turska, 30.05.2002. - 31.05.2002

Vrsta sudjelovanja
Plenarno

Vrsta recenzije
Nije recenziran

Ključne riječi
transparency; disclosure; Croatia

Sažetak
Croatia is transitional country which gained independence from former Yugoslavia 1991, and was internationally recognized in 1992. Due to intention of transforming country economic system from communist model characterized by dominant state ownership disguised as "social ownership" to capitalism dominantly based on private property, new Companies Act was adopted in 1993 and came into force on January 1st 1995. It is closely modeled on the correspondent German legislation. Corporate governance in new field, not well known or widely understood in Croatia. Due to difficulties in translation of term "corporate governance" to Croatian, it is commonly mistaken for discipline which provides answer to question "How to run a company?" (management). Corporate veil is still heavy and thick, and development of culture of transparent conduct of business, investor relations and disclosure of material facts is lead by companies listed on ZSE or abroad. Note on term "Board" or "Board of Directors" &#8211 ; in common law countries, (UK, USA), under so called one-tier system, GSM elects Board of Directors. Outside directors are members of the board that are not involved in day-to-day operations of the company. Inside directors are top managers of the company. CEO may or may not be President of the Board. In Croatia, different (German) model was adopted. GSM elects members of the Supervisory Board. Supervisory Board appoints top management (one or more natural persons referred to as "directors") which legally represent company, make decisions on behalf of the company and conduct company's day-to-day operations. Directors are not allowed to be members of the Supervisory Board. Therefore, it is usually referred to as two-tier system. Term "director" in two-tier systems does not apply to members of Supervisory Board, whereas in one-tier system there is only one Board and all it's members are referred to as directors. To avoid confusion we shall use terms "member of Supervisory Board" and "director" in sense attributed to them within "two-tier system", as explained above. If company has more than one director, they will be collectively referred to as "Management Board".

Izvorni jezik
Engleski

Znanstvena područja
Pravo

POVEZANOST RADA