Development of culture of departure from 'comply or explain' rules of corporate governance

Abstract

Modern concept of corporate governance regulation is based on the existence of 'comply or explain' rules. They offer to companies the choice between application and non-application, and in later case com­panies are required to inform public by giving meaningful explanation for making that decision. The whole system is founded on the quality of reporting in case of departure, because if it is not working, corporate governance codes cannot achieve goals they were meant to accomplish. Comparative and national corporate practice shows number of deficien­cies in this regard, which is why great efforts have been made in order to remove them. The newest European Commission Recommendation about 'comply or explain' rules represents the first important attempt to regu­late this topic on supranational level. In this article, the author advocates for development of culture of departure from 'comply or explain' rules, so that the companies become aware that departure is not per se bad, because it enables adjustment of uniform rules of corporate governance to the specificities of a concrete company. This approach can result in more efficient governance of companies, and permanent development of more demanding good corporate governance standards. This topic is of great importance for Serbia, taking into consideration the fact that Ser­bian companies almost always give positive annual corporate governance statement, which means that they are formally completely in accordance with the rules of the applicable corporate governance code. However, the reality is somewhat different.

Keywords

• Corporation
• Corporate Governance Code
• 'Comply or explain' Rules
• Soft Law
• Law on Business Organizations