This essay is closely concerned with the realities of company management and control. John Jackson makes the shrewd point that power; which in reality lies in the hands of ‘those who have access to and understanding of the relevant facts’, cannot be shared meaningfully, whereas the right to accountability can be shared. Thus there is no place for shareholders or employees, as such, on boards of management, but they may have a part to play on a supervisory board. The much-discussed two-tier system should work on the basis of accountability of management and not power-sharing between capital and labour, though it is not always seen in that light by the participants concerned. In the various discussions following the EEC fifth directive on the structure of companies it has been ‘unfortunate that so much attention was concentrated on the participation of employees and so little, relatively, on the accountability of management’.
KeywordsCorporate Governance Supervisory Board Employee Participation Prior Authorisation Board Structure
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