Economic effectiveness of supervision independence in joint-stock company
The subject of this article was the question of economic effectiveness of dualistic model of public joint-stock company organs, in the existence of an absolute obligation to appoint and lead of the independent members in a Supervisory Board. A issue how to understand this independence, as well as the ways to obtain it – both in Europe and USA, must be clarified. For this purpose, an empirical method and legal-comparative methods were used.
Empirical studies conducted in the USA and Poland will be presented. Then unitary and dualist models will be compared. All to show that, despite the undeniable advantages of the appointment of independent Supervisory Board members, ratio of inputs to outputs, with the existence of an absolute obligation to appoint independent members of the Supervisory Board is negative. Simplyfying, similar results obtain countries with systems, in which demand of independence is not so important. The article also attempted to search for the negative causes for the independence of board members of empirical research results and characterized the possible causes of lack of the correlation between companies results and the number of independent members on their boards.
The authors hope that presented alaysis scope will become a contribution to the discussion of whether controlling factor independence in the supervisory boards of public joint-stock companies guaranteed by the standards of jus cogens, should belong to the unquestioned dogma in Polish company law.
Joanna Dominowska
Legal and Economic Studies, Vol. LXXXVIII, Lodz 2013
