Delighted to have contributed the chapters on Bulgaria in the latest edition of Chambers and Partners Corporate Governance Global Practice Guide 2024, alongside some of the leading international corporate law firms. Our partners Pavel Hristov and Dragomir Stefanov elaborate on key CG issues.
Virtually all Bulgarian companies compete in the EU internal market (and increasingly globally) and have largely adopted the best business and corporate governance practices of their international competitors, suppliers, customers and peers.
Naturally, the roles and responsibilities of the directors and senior management develop and encompass modern day standards and challenges like ESG, climate change and diversity in particular.
Multifaceted corporate roles coexist alongside the traditional roles
In such an environment, the business leadership roles evolve and become more complex than the singular traditional corporate management functions.
Many directors and board members wear multiple hats – founders, shareholders, board members, directors, executive directors and possibly, but not necessarily, (senior) management or key employees. Accordingly, their relationships with the company are governed by different legal documents and sets of rules (which, in some cases, may be governed by different laws and subject to different jurisdictions).
A shareholder, in that role alone, is bound by the company’s articles of association or statutes and (possibly) a shareholders’ agreement.
A board member is bound by by the company’s articles of association or statutes, shareholders’ resolutions, rules of operation of the board, code of conduct, internal rules and policies, in addition to (but not necessarily) a service/management agreement and equity and/or non-equity incentive plans.
Executive directors, key employees and senior management also need to observe rules and contractual obligations applicable to them.
