Welcome!

To all those reading this I am David Gibbs; I am a Lecturer in Company and Commercial Law at the University of Hertfordshire.

I created this blog as a general out-let of ideas for my research, as well as keeping those interested up-to-date on my research and general interests.

I completed my PhD thesis at the University of East Anglia in 2014. The thesis was recommended for the award of PhD with no corrections. My external examiner was Prof. Simon Deakin (Cambridge) and internal examiner was Prof. Morten Hviid.
My PhD research centred on directors' duties and company law. The thesis was titled 'Non-Executive Self-Interest: Fiduciary Duties and Corporate Governance'. It was a doctrinal and empirical study on whether self-interest was suitably controlled amongst non-executive directors.

My supervisors were Prof. Mathias Siems, Prof. Duncan Sheehan, Dr. Sara Connolly and Dr. Rob Heywood

All opinions of any existing or future blogpost are my own. They do not necessarily represent the views of any of my associated institutions.
ORCID 0000-0002-6596-8536


Thursday, 10 May 2012

Multiple Directorships across the EU

Below is a table I have constructed regarding multiple directorship or interlock restrictions imposed by corporate governance codes across the European Union.

Some countries may have restrictions imposed by statute which are not included in the summary below.

With non-executive restrictions on multiple directorships/interlocks the general trend appears to be a simple statement of "enough time to fulfil duties". For executive restrictions though they appear to be more stringent with most limiting director external appointments to just one or two.

Some countries appear not to impose any limits such as Sweden and Poland. It is important to remember though that restrictions may be imposed by statute and figures have also shown that in 2001 Sweden had 100% director disclosure of external appointments.


Member State
Exec restrictions
Non-exec restrictions
AUSTRIA
Para 25 - w/o approval from supervisory board no member of management board is permitted to assume a mandate on a supervisory board
Para 26 – shall not hold more than 4 supervisory roles (chairs count double)
Para 56 – No more than 8 mandates (chair counts double)
Para 57 – If serving on a management board of a listed company may not hold more than 4 supervisory roles (chair counts double)
BELGIUM
N/A
Para 4.5 – should not consider taking on more than five directorships
BULGARIA
Para 3.6 - Company by-laws should limit the amount allowed
Para 3.6(one tier)/3.7(two tier) - Company by-laws should limit the amount allowed
CYPRUS
N/A
N/A
CZECH REPUBLIC
Ch VI para 16 – Participation in too many boards can interfere: but no limit
Ch VI para 16 – Participation in too many boards can interfere: but no limit
DENMARK
N/A
Para 5.7 – member of supreme governing body who is also on the executive board should not take on more than a few non-executive positions or one non-exec and one chairmanship
ESTONIA
Para 2.2.2 – No more than 2 other management board positions; shall not be a chair of a supervisory board
Para 3.2.3 – Enough time to perform duties
FINLAND
Rec 9 - Possible to devote a sufficient amount of time to discharge of duties, considering secondary occupations
Rec 9 - Possible to devote a sufficient amount of time to discharge of duties, considering secondary occupations
FRANCE
Part II Para B.5 - Not in favour of cross-directorships unless for strategic alliances
Part II Para D.2 - Recommended limit of five non-exec positions or two exec
Part II Para D.2 – Recommended limit of five non-exec positions or two exec
GERMANY
Para 5.4.5. – Should not accept more than three positions on supervisory boards
German Stock Corporation Act section 100 – Members of the supervisory board should not take on more than 10
Para 5.4.5. – Members must have enough time to fulfil duties
GREECE
Para 4.2 – Board Members should not sit on the board of more than five other listed companies
Para 4.2 – Board Members should not sit on the board of more than five other listed companies
HUNGARY
Para 2.4.2 – When accepting further functions or nominations it is the board members’ duty to ensure they are able to perform their duties in relation to the current board membership
Para 2.4.2 – When accepting further functions or nominations it is the board members’ duty to ensure they are able to perform their duties in relation to the current board membership
IRELAND
(Corporate Governance Code for Credit Institutions and Insurance Undertakings CIIU) – Para 7.7 – No more than five additional appointments of other CIIUs; Para 7.8 – No more than eight additional appointments of non-CIIUs
(Corporate Governance Code for Credit Institutions and Insurance Undertakings) Para 7.7 – No more than five additional appointments of other CIIUs; Para 7.8 – No more than eight additional appointments of non-CIIUs
ITALY
Para 1.C.2-3 – Must devote enough time to fulfil duties. The board shall impose any limits differentiating depending on the type of the role i.e. executive or non-executive
Para 1.C.2-3 – Must devote enough time to fulfil duties. The board shall impose any limits differentiating depending on the type of the role i.e. executive or non-executive
2.P.3 – Devote enough time to ensure their judgement may have a significant impact on the taking of board’s decisions
LATVIA
Para 4.3 – Enough time to fulfil their duties
Para 7.2 – Should have enough time to fulfil duties and act in the interests of the company
LITHUANIA
Para 4.7 – Devote sufficient time to fulfil their duties
Para 4.7 – Devote sufficient time to fulfil their duties
LUXEMBOURG
Rec 2.9 – Should accept no more than one other non-executive appointment and not be a chairman of more than one other listed company
Rec 2.9 – Should devote sufficient time to fulfil duties and only accept a limited amount. Should not be a chairman of more than one listed company
MALTA
Para 1.7.3 – Allocate sufficient time to their duties
Para 3.8 – Allocate sufficient time to their duties and limit the number of directorships held in other companies
NETHERLANDS
Para 2.1.8 – Must not be a member of more than two supervisory boards, nor may they be a chairman of a supervisory board
Para 3.3.4 – Maximum number of appointments limited to five. Chairmanships count double
POLAND
N/A
N/A
PORTUGAL
N/A
N/A
ROMANIA
N/A
N/A
SLOVAKIA
Section V n 5 – Several directorships can disrupt efficiency. The company should assess if these directorships are compatible with efficient performance of the board’s activities
Section V n 5 – Several directorships can disrupt efficiency. The company should assess if these directorships are compatible with efficient performance of the board’s activities
SLOVENIA
14.2 – Should inform the supervisory board immediately of any appointment to a supervisory board
Para 7.1 – sufficient time for the role
Para 8.6 – should make an objective assessment of their ability to perform duties in relation to the scope of existing duties
SPAIN
Para 26 – Devote sufficient time and effort to perform their duties. Companies themselves should lay down any rules or limits on external directorships
Para 26 – Devote sufficient time and effort to perform their duties. Companies themselves should lay down any rules or limits on external directorships
SWEDEN
N/A
N/A
UNITED KINGDOM
Para B.3.3 – No more than 1 additional non-executive appointment on a FTSE 100 board
Para B.3.2 – All directors should allocate enough time to discharge their duties


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