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ONE TIER AND TWO TIER BOARD SYSTEMS IN HUNGARY AND CROATIA WITH SPECIAL EMPHASIS ON THE PROBLEM OF CORPORATE GOVERNANCE IN CROATIA'S NATIONAL OIL COMPANY INA

This article focuses on the problem of two different models of corporate governance – one tier and dual tier board systems. A quick review of the main features of both systems is presented in the light of benefits each board structure offers. It is highlighted that there is no universal answer to the question which system is better and which one outperforms, since in practice, the preference of one or other board structure will depend on number of issues, especially to the type of corporate ownership structure. If national law allows companies to apply one or the other type of the board structure, as we will see, it seems that real life has found a way to break the theoretical rule that no possibility of their combination exist. Namely, in Croatia's National Oil Company INA one strange board system is in place at the moment, system which shows elements of both board structures – one tier and dual tier system. Furthermore, it is examined how that is possible, how that situation relates to the rules of Croatian Companies Act and what has to be done to successfully overcome such unusual situation.

Corporate Management; One-Tier and Dual-Tier Systems; Management; INA; Shareholders’ Agreement

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