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Not to be confused with a corporate state, a corporative government rather than the government of a corporation Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, the board of directors, executives, employees, customers, creditors, suppliers, and the community at large. Corporate governance is a multi-faceted subject. An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal-agent problem. A related but separate thread of discussions focuses on the impact of a corporate governance system in economic efficiency, with a strong emphasis on shareholders' welfare. There are yet other aspects to the corporate governance subject, such as the stakeholder view and the corporate governance models around the world (see section 9 below). There has been renewed interest in the corporate governance practices of modern corporations since 2001, particularly due to the high-profile collapses of a number of large U.S. firms such as Enron Corporation and MCI Inc. (formerly WorldCom). In 2002, the U.S. federal government passed the Sarbanes-Oxley Act, intending to restore public confidence in corporate governance.
It is common to suggest that corporate governance lacks definition. As a subject, corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. Many of the "definitions" of corporate governance are merely descriptions of practices or preferred orientations. For example, many authors describe corporate governance in terms of a system of structuring, operating and controlling a company with a view to achieve long term strategic goals to satisfy shareholders, creditors, employees, customers and suppliers, and complying with the legal and regulatory requirements, apart from meeting environmental and local community needs. However, there is substantial interest in how external systems and institutions, including markets, influence corporate governance. Report of SEBI committee (India) on Corporate Governance defines corporate governance as the acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the shareholders. It is about commitment to values, about ethical business conduct and about making a distinction between personal & corporate funds in the management of a company.” The definition is drawn from the Gandhian principle of trusteeship and the Directive Principles of the Indian Constitution. Corporate Governance is viewed as business ethics and a moral duty. See also Corporate Social Entrepreneurship regarding employees who are driven by their sense of integrity (moral conscience) and duty to society. This notion stems from traditional philosophical ideas of virtue (or self governance)  and represents a "bottom-up" approach to corporate governance (agency) which supports the more obvious "top-down" (systems and processes, i.e. structural) perspective.
broad efforts to reform corporate governance have been driven. Macmillan) continues to have a profound influence on the conception of corporate governance in scholarly debates today. shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws. as a way of ensuring that corporate value would not be destroyed by the now traditionally cozy relationships between the CEO and the board of directors (e. Alfred D. In the first half of the 1990s. state corporation laws enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights. as of 2004. by the unrestrained issuance of stock options. the issue of corporate governance in the U. Ronald Coase's "The Nature of the Firm" (1937) introduced the notion of transaction costs into the understanding of why firms are founded and how they continue to behave. Means pondered on the changing role of the modern corporation in society. Shareholders can initiate 'precatory proposals' on various initiatives. The California Public Employees' Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before). the corporate bylaws. Accordingly. in part. Journal of Law and Economics) firmly established agency theory as a way of understanding corporate governance: the firm is seen as a series of contracts. Academy of Management Review). In the United States. the following Harvard Business School management professors published influential monographs studying their prominence: Myles Mace (entrepreneurship). In the UK.S. Fifty years later.g.S.. wealth. According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors.Corporate governance 2 Legal environment In the United States. to make corporate governance more efficient. From the Chicago school of economics. by the needs and desires of shareowners to exercise their rights of corporate ownership and to increase the value of their shares and." Since the late 1970’s. Individual rules for corporations are based upon the corporate charter and. Jr. Over the past three decades. the analogous corporate constitutional documents (the memorandum and articles of association) can be modified by a supermajority (75%) of shareholders. have historically been rejected by the board of directors. and because the US's wealth has been increasingly securitized into various corporate entities and institutions. and Delaware law since Delaware. even for several consecutive years.g. Berle and Means' monograph "The Modern Corporation and Private Property" (1932. however. corporations are governed under common law. Agency theory's dominance was highlighted in a 1989 article by Kathleen Eisenhardt ("Agency theory: an assessement and review". Kodak.United States In the 19th century. In the 20th century in the immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle. therefore. Precatory proposals which have received majority support from shareholders. Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior). Eugene Fama and Michael Jensen's "The Separation of Ownership and Control" (1983. not infrequently back dated). less authoritatively. Bold. and around the globe. and Gardiner C. Honeywell) by their boards. corporate governance has been the subject of significant debate in the U. was the domicile for the majority of publicly-traded corporations. the Model Business Corporation Act. Edwin Dodd. . (business history). corporate directors’ duties have expanded greatly beyond their traditional legal responsibility of duty of loyalty to the corporation and its shareowners. but the results are nonbinding. the rights of individual owners and shareholders have become increasingly derivative and dissipated. Chandler. and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law.: IBM. received considerable press attention due to the wave of CEO dismissals (e. Since that time. History . US expansion after World War II through the emergence of multinational corporations saw the establishment of the managerial class.
to an additional 5.  (Moreover. the hallmark of institutional trading. who usually had an emotional as well as monetary investment in the company (think Ford). See Quantity and display instructions under last reference. averaged over 80% of NYSE trades in some months of 2007. In this way. The lack of corporate governance mechanisms in these countries highlighted the weaknesses of the institutions in their economies. South Korea. corporate governance positively affects some key performance indicators. led to increased shareholder and governmental interest in corporate governance. Lane provides companies and their directors.. because of so-called 'iceberg' orders.g." was first published in 1987.2% in annualised sales growth and 7. Note that this process occurred simultaneously with the direct growth of individuals investing indirectly in the market (for example individuals have twice as much money in mutual funds as they do in bank accounts). such as wealthy businessmen or families. However this growth occurred primarily by way of individuals turning over their funds to 'professionals' to manage.0% in annualised market cap growth over a three-year horizon.who often had a vested.  The new version is updated annually with the most recent supplement for the year 2010. worldwide. "Representing Corporate Officers and Directors. the majority of investment now is described as "institutional investment" even though the vast majority of the funds are for the benefit of individual investors. the massive bankruptcies (and criminal malfeasance) of Enron and Worldcom. buyers and sellers of corporation stocks were individual investors.  He revisited his treatise on corporate governance in 2005. the East Asian Financial Crisis saw the economies of Thailand. The study also points out that predictive power of corporate governance in terms of shareholder value exceeds its perception by financial markets. Tyco. of which there are many). banks. In the early 2000s. markets have become largely institutionalized: buyers and sellers are largely institutions (e. . This is reflected in the passage of the Sarbanes-Oxley Act of 2002. Indonesia. Over time. Arthur Andersen. and other financial institutions). The Board of Directors of large corporations used to be chosen by the principal shareholders.) Unfortunately. Program trading. officers. rules and responsibilities in response to the avalanche of corporate accounting scandals. The results of these tests reveal the statistically significant and practically meaningful predictive power of the historical scores in terms of medium-term financial performance and growth in market cap. such as in mutual funds. which are now almost all owned by large institutions. these statistics do not reveal the full extent of the practice. 3 Impact of Corporate Governance The positive effect of corporate governance on different stakeholders ultimately is a strengthened economy. exchange-traded funds. In a study  by Standard & Poor's Governance Services  analysts back-tested the correlations of S&P’s with corporate performance. Global Crossing. other investor groups. as well as lesser corporate debacles. Marc Lane's  book on best corporate governance practices. pension funds. The rise of the institutional investor has brought with it some increase of professional diligence which has tended to improve regulation of the stock market (but not necessarily in the interest of the small investor or even of the naïve institutions. such as Adelphia Communications . Role of institutional investors Many years ago. auditors and shareholders with insights for the compliance of new legislation.  On the microlevel. brokers. there has been a concurrent lapse in the oversight of large corporations. insurance companies. and hence good corporate governance is a tool for socio-economic development. AOL. A one-notch positive difference on S&P’s governance scoring scale corresponded. and the Board diligently kept an eye on the company and its principal executives (they usually hired and fired the President. Malaysia and The Philippines severely affected by the exit of foreign capital after property assets collapsed.  With the goal of promoting positive social change.Corporate governance In 1997. mutual funds. hedge funds. on average. personal and emotional interest in the corporations whose shares they owned.
"Look beyond Six Sigma and the latest technology fad.. But." See also. the board of directors. these investors have even less interest in a particular company's governance. a system of corporate governance controls is implemented to assist in aligning the incentives of managers with those of shareholders. customers and the community at large. management. Other stakeholders who take part include suppliers. they will simply sell out their interest. the President/CEO generally takes the Chair of the Board position for his/herself (which makes it much more difficult for the institutional owners to "fire" him/her). exchange-traded funds (ETFs). Korean chaebol 'groups') . there has been an opportunity for a reversal of the separation of ownership and control problems because ownership is not so diffuse. Nowadays. Partly as a result of this separation between the two parties. develop directional policy." Since 1996. Forget the celebrity CEO. "BW identified five key ingredients that contribute to superior performance. the interests of most investors are now increasingly rarely tied to the fortunes of individual corporations. So.) are designed simply to invest in a very large number of different companies with sufficient liquidity. Occasionally. 4 Parties to corporate governance Parties involved in corporate governance include the regulatory body (e. Not all are qualities unique to enterprises with retained family interests. the majority of the shares in the Japanese market are held by financial companies and industrial corporations (there is a large and deliberate amount of cross-holding  among Japanese keiretsu corporations and within S. One of the biggest strategic advantages a company can have.Corporate governance or Chief Executive Officer— CEO). Even as the purchase of individual shares in any one corporation by individual investors diminishes. But they do go far to explain why it helps to have someone at the helm— or active behind the scenes— who has more than a mere paycheck and the prospect of a cozy retirement at stake. or the largest investment management firm for corporations."  In that last study. "Revolt in the Boardroom. The Board is now mostly chosen by the President/CEO. State Street Corp. supervise and remunerate senior executives and to ensure accountability of the organization to its owners and authorities. the largest pools of invested money (such as the mutual fund 'Vanguard 500'. aka. Stock market index options . both individual and professional stock investors around the world have emerged as a potential new kind of major (short term) force in the direct or indirect ownership of corporations and in the markets: the casual participant. . "poison pill" measures. whereas stock in the USA or the UK and Europe are much more broadly owned. shareholders and Auditors). Finally. and may be made up primarily of their friends and associates. is blood lines.g. if the owning institutions don't like what the President/CEO is doing and they feel that firing them will likely be costly (think "golden handshake") and/or time consuming. such as officers of the corporation or business colleagues. the sale of derivatives (e. It is their responsibility to endorse the organization's strategy. Since the marked rise in the use of Internet transactions from the 1990s.) has soared. institutional investors support shareholder resolutions on such matters as executive pay and anti-takeover." by Alan Murray. The shareholder delegates decision rights to the manager to act in the principal's best interests. this superior performance amounts to 8% per year. often still by large individual investors. but rarely. appoint. for example. etc.g. A board of directors often plays a key role in corporate governance. the ownership of stocks in markets around the world varies. employees. With the significant increase in equity holdings of investors. based on the idea that this strategy will largely eliminate individual company financial or other risk and.1 A recent study by Credit Suisse found that companies in which "founding families retain a stake of more than 10% of the company's capital enjoyed a superior performance over their respective sectorial peers. [BusinessWeek has found]. This separation of ownership from control implies a loss of effective control by shareholders over managerial decisions. Since the (institutional) shareholders rarely object. creditors. the Chief Executive Officer. therefore.
and disclosure in financial reports. Commonly accepted principles of corporate governance include: • Rights and equitable treatment of shareholders: Organizations should respect the rights of shareholders and help shareholders to exercise those rights. compliance and administration. suppliers receive compensation for their goods or services. whether direct or indirect. In particular. Customers receive goods and services. It is important to understand. known as a Corporate Secretary in the US and often referred to as a Chartered Secretary if qualified by the Institute of Chartered Secretaries and Administrators (ICSA). trust and integrity. though. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. • Disclosure and transparency: Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide shareholders with a level of accountability. through providing financial capital and trust that they will receive a fair share of the organizational returns. responsibility and accountability. If some parties are receiving more than their fair return then participants may choose to not continue participating leading to organizational collapse. effective operations. social and other forms of capital. benefits and reputation. especially concerning actual or apparent conflicts of interest. while shareholders receive capital return. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear. performance orientation.g. but it is also a necessary element in risk management and avoiding lawsuits. • Interests of other stakeholders: Organizations should recognize that they have legal and other obligations to all legitimate stakeholders.Corporate governance The Company Secretary. in the effective performance of the organization. workers and management receive salaries. is a high ranking professional who is trained to uphold the highest standards of corporate governance. human. Directors. In return these individuals provide value in the form of natural. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. many organizations establish Compliance and Ethics Programs to minimize the risk that the firm steps outside of ethical and legal boundaries. Issues involving corporate governance principles include: • internal controls and internal auditors • the independence of the entity's external auditors and the quality of their audits • oversight and management of risk • oversight of the preparation of the entity's financial statements . A key factor is an individual's decision to participate in an organization e. openness. 5 Principles Key elements of good corporate governance principles include honesty. Because of this. All parties to corporate governance have an interest. mutual respect. Of importance is how directors and management develop a model of governance that aligns the values of the corporate participants and then evaluate this model periodically for its effectiveness. There are issues about the appropriate mix of executive and non-executive directors. and commitment to the organization. • Integrity and ethical behaviour: Ethical and responsible decision making is not only important for public relations. They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings. that reliance by a company on the integrity and ethics of individuals is bound to eventual failure. factual information. • Role and responsibilities of the board: The board needs a range of skills and understanding to be able to deal with various business issues and have the ability to review and challenge management performance. senior executives should conduct themselves honestly and ethically.
shareholders. • Internal control procedures and internal auditors: Internal control procedures are policies implemented by an entity's board of directors. One group may propose company-wide administrative changes. the ability of the board to monitor the firm's executives is a function of its access to information. That responsibility cannot be relegated to management. therefore. the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment). It is something much broader. they may not always result in more effective corporate governance and may not increase performance. For quite some time it was confined only to corporate management. An ideal control system should regulate both motivation and ability. Examples include: • Monitoring by the board of directors: The board of directors. quality and frequency of financial and managerial disclosure. wrote: "The Board is responsible for the successful perpetuation of the corporation. Different board structures are optimal for different firms. It could be argued. . for it must include a fair. and compliance with laws and regulations. That is not so. to monitor managers' behaviour. and other personnel to provide reasonable assurance of the entity achieving its objectives related to reliable financial reporting. Smale." despite some feeble attempts from various quarters. management. This application of separation of power is further developed in companies where separate divisions check and balance each other's actions. Moreover. and a third group check that the interests of people (customers. It may be in the form of cash or non-cash payments such as shares and share options. John G. require that the President be a different person from the Treasurer. 6 Mechanisms and controls Corporate governance mechanisms and controls are designed to reduce the inefficiencies that arise from moral hazard and adverse selection. The quantity. Whilst non-executive directors are thought to be more independent. operating efficiency. Internal corporate governance controls Internal corporate governance controls monitor activities and then take corrective action to accomplish organisational goals. an independent third party (the external auditor) attests the accuracy of information provided by management to investors. For example. safeguards invested capital. Executive directors possess superior knowledge of the decision-making process and therefore evaluate top management on the basis of the quality of its decisions that lead to financial performance outcomes. that executive directors look beyond the financial criteria.these should be constantly evolving due to interplay of many factors and the roles played by the more progressive/responsible elements within the corporate sector. Perpetuation for its own sake may be counterproductive. written objectives. fire and compensate top management. ex ante. Corporate governance must go well beyond law. employees) outside the three groups are being met. remains an ambiguous and often misunderstood phrase. Regular board meetings allow potential problems to be identified. and the commitment to run a transparent organization. a former member of the General Motors board of directors." However it should be noted that a corporation should cease to exist if that is in the best interests of its stakeholders. another group review and can veto the changes. Internal auditors are personnel within an organization who test the design and implementation of the entity's internal control procedures and the reliability of its financial reporting • Balance of power: The simplest balance of power is very common. efficient and transparent administration and strive to meet certain well defined.Corporate governance • review of the compensation arrangements for the chief executive officer and other senior executives • the resources made available to directors in carrying out their duties • the way in which individuals are nominated for positions on the board • dividend policy Nevertheless "corporate governance. audit committee. • Remuneration: Performance-based remuneration is designed to relate some proportion of salary to individual performance. discussed and avoided. with its legal authority to hire.
This should. Examples include: • • • • • • • competition debt covenants demand for and assessment of performance information (especially financial statements) government regulations managerial labour market media pressure takeovers Systemic problems of corporate governance • Demand for information: In order to influence the directors. criteria for recognition. especially to a small shareholder. In discussions of accounting practices with Arthur Andersen. One area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. The directors of the company should be entitled to expect that management prepare the financial information in compliance with statutory and ethical obligations. and rely on auditors' competence. • Supply of accounting information: Financial accounts form a crucial link in enabling providers of finance to monitor directors. be corrected by the working of the external auditing process. ideally. However. 7 External corporate governance controls External corporate governance controls encompass the controls external stakeholders exercise over the organisation. and even the definition of the accounting entity. Imperfections in the financial reporting process will cause imperfections in the effectiveness of corporate governance. more fundamentally. however. Such incentive schemes. the partner in charge of auditing. and can elicit myopic behaviour. Accountants and auditors are the primary providers of information to capital market participants. . Similar provisions are in place under clause 49 of SEBI Act in India. This may result in a conflict of interest which places the integrity of financial reports in doubt due to client pressure to appease management. views inevitably led to the client prevailing. Current accounting practice allows a degree of choice of method in determining the method of measurement. • Monitoring costs: A barrier to shareholders using good information is the cost of processing it. it can involve non-disclosure of information. The exercise of this choice to improve apparent performance (popularly known as creative accounting) imposes extra information costs on users.Corporate governance superannuation or other benefits. the third party was an entity in which Enron had a substantial economic stake. The power of the corporate client to initiate and terminate management consulting services and. Role of the accountant Financial reporting is a crucial element necessary for the corporate governance system to function effectively. Enron concealed huge losses by creating illusions that a third party was contractually obliged to pay the amount of any losses. which suggests that the small shareholder will free ride on the judgements of larger professional investors. In the extreme. are reactive in the sense that they provide no mechanism for preventing mistakes or opportunistic behaviour. the efficient market hypothesis (EMH) asserts that financial markets are efficient). The traditional answer to this problem is the efficient market hypothesis (in finance. to select and dismiss accounting firms contradicts the concept of an independent auditor. the shareholders must combine with others to form a voting group which can pose a real threat of carrying resolutions or appointing directors at a general meeting. The Enron collapse is an example of misleading financial reporting. Changes enacted in the United States in the form of the Sarbanes-Oxley Act (in response to the Enron situation as noted below) prohibit accounting firms from providing both auditing and management consulting services.
risk and compliance solutions available to capture information in order to evaluate risk and to identify gaps in the organization’s principles and processes. most of the time. Enlightened boards can be found in very large. 8 Regulation Rules versus principles Rules are typically thought to be simpler to follow than principles. risk. this is largely a theoretical. even if clear rules are followed. Unlike standard boards that aim to comply with regulations. greater enforcement is not always better. Principles on the other hand is a form of self regulation. They are more likely to be supportive of the senior management team. They lead by example. good financial reporting is not a sufficient condition for the effectiveness of corporate governance if users don't process it. the enlightened board is aligned on the critically important issues facing the company. They may be ill-equipped to deal with new types of transactions not covered by the code. enlightened boards regard compliance with regulations as merely a baseline for board performance. In practice rules can be more complex than principles. demarcating a clear line between acceptable and unacceptable behaviour. Unlike traditional boards. They do not need Sarbanes-Oxley to mandate that they protect values and ethics or monitor CEO performance. as opposed to a real. In practice. This type of software is based on project management style methodologies such as the ABACUS methodology which attempts to unify the management of these areas. It also pre-empts over zealous legislations that might not be practical. Enforcement Enforcement can affect the overall credibility of a regulatory system. Moreover. At the same time.Corporate governance However. . or if the informed user is unable to exercise a monitoring role due to high costs (see Systemic problems of corporate governance above). There are various integrated governance.this is harder to achieve if one is bound by a broader principle. enlightened directors recognize that it is not their role to be involved in the day-to-day operations of the corporation. Nevertheless. enlightened boards do not feel hampered by the rules and regulations of the Sarbanes-Oxley Act. complex companies. however. one can still find a way to circumvent their underlying purpose . They both deter bad actors and level the competitive playing field. Overall. Rules also reduce discretion on the part of individual managers or auditors. Action Beyond Obligation Enlightened boards regard their mission as helping management lead the company. for taken too far it can dampen valuable risk-taking. rather than treat them as separate entities. as well as smaller companies. It allows the sector to determine what standards are acceptable or unacceptable. Enlightened directors go far beyond merely meeting the requirements on a checklist. what most distinguishes enlightened directors from traditional and standard directors is the passionate obligation they feel to engage in the day-to-day challenges and strategizing of the company. Because enlightened directors strongly believe that it is their duty to involve themselves in an intellectual analysis of how the company should move forward into the future.
there are important differences between the U. normally. The intricated shareholding structures of keiretsus in Japan. whereas the coordinated model of corporate governance facilitates incremental innovation and quality competition.S. Frequently. the main problem is that the voting ownership is tightly-held by families through pyramidal ownership and dual shares (voting and nonvoting). where the controlling families favor subsidiaries for which they have higher cash flow rights. since after a filing. or other expensive projects. such as hiring his/her immediate subordinates. there is a considerable variation in corporate governance models around the world. Perverse incentives have pervaded many corporate boards in the developed world. The CEO has broad power to manage the corporation on a daily basis. raising money. The liberal model of corporate governance encourages radical innovation and cost competition. which some see as a conflict of interest. members of the boards of directors are CEOs of other corporations. Another proposal is for the government to allow poorly-managed businesses to go bankrupt. managers. Anglo-American Model There are many different models of corporate governance around the world. The coordinated model that one finds in Continental Europe and Japan also recognizes the interests of workers. Other duties of the board may include policy setting. However. customers. The liberal model that is common in Anglo-American countries tends to give priority to the interests of shareholders. usually known as the chief executive officer. These differ according to the variety of capitalism in which they are embedded. directors have to cover more of their own legal bills and are frequently sued by bankruptcy trustees as well as investors.Corporate governance 9 Proposals The book Money for Nothing suggests importing from England the concept of term limits to prevent independent directors from becoming too close to management and demanding that directors invest a meaningful amount of their own money (not grants of stock or options that they receive free) to ensure that the directors' interests align with those of average investors. In the United States. acquiring another company. In the United States. . recent approach to governance issues and what has happened in the UK. the heavy presence of banks in the equity of German firms . but the bylaws of many companies make it difficult for all but the largest shareholders to have any influence over the makeup of the board. but are merely asked to rubberstamp the nominees of the sitting board. suppliers. major capital expansions. Each model has its own distinct competitive advantage. individual shareholders are not offered a choice of board nominees among which to choose. but needs to get board approval for certain major actions. the main problem is the conflict of interest between widely-dispersed shareholders and powerful managers. The board of directors is nominally selected by and responsible to the shareholders. or corporate control. the chaebols in South Korea and many others are examples of arrangements which try to respond to the same corporate governance challenges as in the US. monitoring management's performance. a corporation is governed by a board of directors. Corporate governance models around the world Although the US model of corporate governance is the most notorious. In Europe. with board members beholden to the chief executive whose actions they are intended to oversee. and the community. which has the power to choose an executive officer. This can lead to "self-dealing". decision making.
Building on the work of the OECD. This was revised in 2004. standards and frameworks relevant to the sustainability agenda. One issue that has been raised since the Disney decision in 2005 is the degree to which companies manage their governance responsibilities.This document aims to provide general information. participate on ABA committees. including more than half of the Fortune 500. companies are primarily regulated by the state in which they incorporate though they are also regulated by the federal government and. For example. compliance with these governance recommendations is not mandated by law.Corporate governance 10 Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges. The highest number of companies are incorporated in Delaware. The GM Board Guidelines reflect the company’s efforts to improve its own governance capacity. and frameworks . if they are public. or associations (institutes) of directors and managers with the support of governments and international organizations. private sector associations and more than 20 national corporate governance codes. One of the most influential guidelines has been the 1999 OECD Principles of Corporate Governance. where not. institutional investors. standards. including former Delaware Supreme Court Chief Justice E. Such disclosure requirements exert a significant pressure on listed companies for compliance. it still considers its provisions and several prominent Delaware justices. or should they create governance guidelines that ascend to the level of best practice. . in other words. corporate managers and individual companies tend to be wholly voluntary. companies quoted on the London and Toronto Stock Exchanges formally need not follow the recommendations of their respective national codes. the guidelines issued by associations of directors (see Section 3 above). by their stock exchange. may have a wider multiplying effect prompting other companies to adopt similar documents and standards of best practice. Norman Veasey . however. As a rule. However. do they merely try to supersede the legal threshold. corporations. This is due to Delaware's generally management-friendly corporate legal environment and the existence of a state court dedicated solely to business issues (Delaware Court of Chancery ). they should provide explanations concerning divergent practices. particularly on accountability and reporting . Most states' corporate law generally follow the American Bar Association's Model Business Corporation Act . they must disclose whether they follow the recommendations in those documents and. The OECD remains a proponent of corporate governance principles throughout the world. a "snap-shot" of the landscape and a perspective from a think-tank/professional association on a few key codes. In the United States. and in 2004 created an Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes.  This internationally agreed benchmark consists of more than fifty distinct disclosure items across five broad categories: • • • • • Auditing Board and management structure and process Corporate responsibility and compliance Financial transparency and information disclosure Ownership structure and exercise of control rights The World Business Council for Sustainable Development WBCSD has done work on corporate governance. While Delaware does not follow the Act. although the codes linked to stock exchange listing requirements may have a coercive effect. For example. For example. Such documents. other international organisations. the United Nations Intergovernmental Working Group of Experts on International Standards of Accounting and Reporting (ISAR) has produced voluntary Guidance on Good Practices in Corporate Governance Disclosure.
In a study of five year cumulative returns of Fortune Magazine's survey of 'most admired firms'. Antunovich et al. The size of the premium varied by market.Corporate governance 11 Ownership structures Ownership structures refers to the various patterns in which shareholders seem to set up with respect to a certain group of firms. The idea behind the concept of ownership structures is to be able to understand the way in which shareholders interact with firms and. concentration ratios) and then making a sketch showing its visual representation. Other studies have linked broad perceptions of the quality of companies to superior share price performance. Others have found a negative relationship between the proportion of external directors and profitability. found that those "most admired" had an average return of 125%. cross-share holdings. Not all firms experience the same levels of agency conflict. Some researchers have found that the largest CEO performance incentives came from ownership of the firm's shares. ownership structures are identified by using some observable measures of ownership concentration (i. and external and internal monitoring devices may be more effective for some than for others. Some argue that firm performance is positively associated with share option plans and that these plans direct managers' energies and extend their decision horizons toward the long-term. from 11% for Canadian companies to around 40% for companies where the regulatory backdrop was least certain (those in Morocco. and webs. McKinsey found that 80% of the respondents would pay a premium for well-governed companies. and was responsive to investors' requests for information on governance issues. And ownership can be changed by the stakeholders of the company. whenever possible. On the other hand. Egypt and Russia). and less interested in the welfare of their shareholders. who had no management ties. Remuneration/Compensation The results of previous research on the relationship between firm performance and executive compensation have failed to find consistent and significant relationships between executives' remuneration and firm performance. It is unlikely that board composition has a direct impact on profitability. while others found no relationship between external board membership and profitability. The results suggest that increases in ownership above 20% cause management to become more entrenched. It is a tool frequently employed by policy-makers and researchers in their analyses of corporate governance within a country or business group. to locate the ultimate owner of a particular group of firms. performance of the company. In a recent paper Bhagat and Black found that companies with more independent boards are not more profitable than other companies. research into the relationship between specific corporate governance controls and some definitions of firm performance has been mixed and often weak.e. Some examples of ownership structures include pyramids. rather than the short-term. Low average levels of pay-performance alignment do not necessarily imply that this form of governance control is inefficient. However. one measure of firm performance. In a separate study Business Week enlisted institutional investors and 'experts' to assist in differentiating between boards with good and bad governance and found that companies with the highest rankings had the highest financial returns. whilst the 'least admired' firms returned 80%. that point of view came under substantial criticism circa in the wake of various security . Generally. They defined a well-governed company as one that had mostly out-side directors. Board composition Some researchers have found support for the relationship between frequency of meetings and profitability. undertook formal evaluation of its directors. rings. while other researchers found that the relationship between share ownership and firm performance was dependent on the level of ownership. Corporate governance and firm performance In its 'Global Investor Opinion Survey' of over 200 institutional investors first undertaken in 2000 and updated in 2002. The following examples are illustrative.
Retrieved 1 June 2010. corporate stock buybacks for U..com. Capella University. Federal Reserve Board economist Weisbenner) determined options may be employed in concert with stock buybacks in a manner contrary to shareholder interests. Michael (19 July 2006).0. com/ magazine/ content/ 03_45/ b3857002. cfm?abstract_id=387940)..13. cfm?eventid=2761). Retrieved 28 May 2009. M. northwestern. Ethics. Avvo.0. (2007). "THE LAW OFFICES OF MARC J. xceo. New York.  http:/ / www2. net/ about_us/ crawford_dissertation. htm .com/attorneys/60601-il-marc-lane-1132572.0. asp?  http:/ / www.  Staff Writer (2005). Gumport  issued in 2006.S. worldcat.S. com/ Representing-Corporate-Officers-Directors-Business/ dp/ 0471817880/ ref=sr_1_1?ie=UTF8& s=books& qid=1243963050& sr=1-1).0. "Harry Walker Agency Adds Marc J. com/ Representing-Corporate-Officers-Directors-Marc/ dp/ 0735550964/ ref=pd_rhf_p_img_1). ssrn. amazon. Rabinow. Oxford University Press ISBN 978-0-19-928936-3  Foucault. .13. standardandpoors.. html  http:/ / www. 22 May 2006).  The Harry Walker Agency. amazon. Northwestern Law. Numerous authorities (including U. (http:/ / www.. Lane" (http:/ / www. washingtonpost. businessweek. 12 References  For a good overview of the different theoretical perspectives on corporate governance see Chapter 15 of Dignam. com/ wp-dyn/ articles/ A39143-2004Jul9.1. credit-suisse. product/ equityresearch_gamma/ 2. com/ portal/ site/ sp/ en/ ap/ page.0. Inc. Curtis J. Retrieved 2 June 2005. These authors argued that.0. . Even before the negative influence on public opinion caused by the 2006 backdating scandal. Amazon..html "Marc Jay Lane" (http:/ / www.6. harrywalker. Impassioned. 2000. J (2006) Company Law. . "Representing Corporate Officers & Directors (Ring-bound)" (http:/ / www. Retrieved 28 May 2009. com/ sol3/ papers.  Staff Writer (2005). A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed.0." (http:/ / www.0. php?submenu=About_Founder& src=gendocs& ref=AboutOurFounder& category=About  Staff Writer (2009). A compendium of academic works on the option/buyback issue is included in the study Scandal  by author M.5.Corporate governance scandals including mutual fund timing episodes and.0. . product/ equityresearch_gamma/ 2. Amazon.  Staff Editors (13 October 2004). org/ b/ OL3308939M/ Representing-corporate-officers-and-directors).0. LANE AND ITS FINANCIAL-SERVICES AFFILIATES JOIN UNITED NATIONS' GLOBAL COMPACT" (http:/ / www.  Staff Editors (Jan 1987). com/ portal/ site/ sp/ en/ ap/ page. php)  http:/ / www.  Crawford. com/ speaker/ Marc-Lane.com/attorneys/60601-il-marc-lane-1132572. "Representing Corporate Officers and Directors (Business Practice Library) (Hardcover)" (http:/ / www. Subjectivity and Truth: Essential Works of Foucault 1954 – 1984 Volume One P.html. Retrieved 28 May 2009. London. Lane to Its Roster of Renowned Business Speakers.S. . (2004). Penguin. Standard & Poors 500 companies surged to a $500 billion annual rate in late 2006 because of the impact of options. com/ company-activities-management/ business-ethics/ 5478580-22.214.171.124. 2000-2009)" (http:/ / www2.  Penn. WorldCat.0. "Marc J.  Staff Writer (2009). org/ isbn/ 0735550964). . Avvo. Corporate Boardroom. edu/ news/ article_full. Retrieved 1 June 2009. ). in part. New York: Business Wire.0.0. nhbar. and various alternative implementations of buybacks surfaced to challenge the dominance of "open market" cash buybacks as the preferred means of implementing a share repurchase plan. (Monday. The Reform of Corporate Governance: Major Trends in the U. "The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan. html). Retrieved 12 May 2009. Standard & Poor's. org/ publications/ archives/ display-journal-issue. in particular.0. programtrading.0. Avvo. com/ index.0. A and Lowry. com/ research/ en/  http:/ / www.0. allbusiness.5. html  http:/ / www. The Harry Walker Agency. "Representing corporate officers and directors" (http:/ / www. ed. cfm?Spea_ID=955). Inc. com/ cgi/ ClientLogin.0.  Bebchuck LA. use of options faced various criticisms. Retrieved 1 June 2009. The Case for Increasing Shareholder Power (http:/ / papers. law. com/ sol3/ papers.com. asp?id=13  SSRN-Good Corporate Governance: An Instrument for Wealth Maximisation by Vrajlal Sapovadia (http:/ / papers.  Oleg Shvyrkov & Elena Pastoukhova (2010). "Representing corporate officers and directors" (http:/ / openlibrary. A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs. Retrieved 2 June 2009.0. Harvard Law Review. cfm?abstract_id=955289)  http:/ / marcjlane. 1977-1997.1.0. doctoral dissertation. standardandpoors. ssrn. . . html). the backdating of option grants as documented by University of Iowa academic Erik Lie and reported by James Blander and Charles Forelle of the Wall Street Journal.
lse. de/ vwl/ forsch/ veroeff/ papers/ ddpie_179. weil. "Corporate Governance in the U. bwl. wbcsd.  http:/ / www. com/ ?w=Cross-holdings  http:/ / www. asp?type=p& id=MTE0OA& doOpen=1& ClickMenu=LeftMenu  http:/ / www.net (http:/ / theyrule. unctad. HBR (2000). org/ files/ downloads/ Corporate_Governance_Reforms_in_Continental_Europe. asianresearch. tkyd. 58: 81-112 • Clarke. pdf)  "International Standards of Accounting and Reporting. UNCTAD. (http:/ / www. FMG CG Working Paper 001." London and New York: Routledge. Russia • Cadbury. pdf  http:/ / www. "The Code of Best Practice". org/ en/ docs/ iteteb20063_en. ECGI .) (2004) "Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance. ISBN 0-415-32308-8 • Clarke. Thomas (ed. John (January 12. "Corporate governance reforms in Continental Europe" (http:/ / www. Michael.. gov/ chancery  http:/ / www. com/ docs/ publication/ 795. Hitting the Boards (http:/ / online. European. Klug and Jerold L. Volpin P. Sir Adrian. org/ Templates/ Page. xceo. Report of the Committee on the Financial Aspects of Corporate Governance. 1996. Managerial Economics & Organizational Architecture. com/ articles/ deriv-option-basics.1. asp?DocTypeId=25& ObjectId=MTIwNjg  http:/ / ssrn. Free Press. Pg 13. (http://fmg.php?pubid=1&wsid=1&wpdid=1308) • Becht. ISBN 0-415-32910-8 . unctad. Christophe. Larry H. updated August 2004). (2000) The Separation of Ownership and Control in East Asian Corporations. asp?intItemID=2920& lang=1). Available online from (http://www.) (2004) "Critical Perspectives on Business and Management: 5 Volume Series on Corporate Governance . Sir Adrian. Vol.: is the comply-or-explain working?" (December 2005). html). Petit. Brussels. com/ author=665434 13 Further reading • Arcot. org/ Plugins/ DocSearch/ details. com/ article/ SB10001424052748704130904574644153816967962.2/ISAR/31 (http:/ / www. net)  http:/ / courts. html  http:/ / www. pdf  Enriques L. Akin Gump. com/ enormanveasey/  The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility. Harvard Business Review "On Corporate Governance".1257/jep.com/abstract=343461) • Brickley. Dec07_final. .  James Freeman (January 12. org/ articles/ 1397. tu-darmstadt. Gee and Co Ltd. "The Uncertain Relationship Between Board Composition and Firm Performance". Thomas (ed. Journal of Financial Economics. Moscow. Instituut voor Bestuurders.K. Bruno. William S. org/ buslaw/ library/ onlinepublications/ mbca2002. ISBN 978-1416559931. "Corporate Governance: Brussels". Simeon & Lang. pdf).ecgi.uk/ publications/searchdetail. (http://ssrn. Valentina and Antoine Faure-Grimaud. html  Harvard Business Review. 31Number 12 (2007).21.  http:/ / www. Harvard Business School Press.P. Retrieved 2008-11-09. pdf)  http:/ / www. (2009). Vernadat. Wall Street Journal. akingump. org/ includes/ getTarget. doi:10. org/ en/ docs/ c2isard31_en. "Corporate Governance and Control" (October 2002. Directors_Monthly. wbcsd. unctad. • Claessens. Kuckreja. Aug 2005 (http:/ / www. 54 Business Lawyer)  Generally Accepted Accounting Principles (GAAP)  National Association of Corporate Directors (NACD) – Directors Monthly.117.  Bhagat & Black. net/ admin/ files/ events/ Crawford. Zimmerman. Refining the Notion of Responsibility in Enterprise Engineering to Support Corporate Governance of IT . Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions. Corporate Governance Disclosure" (http:/ / www. (2007). Asian and Contemporary Corporate Governance" London and New York: Routledge. Journal of Economic Perspectives 21 (1): 117–140. Djankov.Corporate governance  http:/ / invest-faq. ISBN 1-57851-237-9.  Theyrule.ac. wsj. delaware. moneyglossary. Proceedings of the 13th IFAC Symposium on Information Control Problems in Manufacturing (INCOM'09). Marco. “Enlightened Boards: Action Beyond Obligation”. François. pdf)  Gillespie. Anglo-American.org/codes) • Cadbury. Sridhar. 1992. .Genesis.Finance Working Paper No. ISBN • Feltus. com/ abstract=927111  http:/ / ssrn. Ailsa Röell. 2010). 2010). Patrick Bolton. Stijn. abanet. Retrieved 2009-08-13. pdf  TD/B/COM. James A. 02/2002.
54 (2): 471-517. Investor Suffrage Movement (http://www. Available at SSRN: http://ssrn.K. Power and Ownership Structures among German Companies. A Survey of Enterprise Reforms in China: The Way Forward.org/ Template. H. and R. Sukhdev and Williams. ISBN • Erturk. A Survey of Corporate Governance. Logan.) (2009) "European Corporate Governance " London and New York: Routledge. • La Porta. J. Jean-Francois (eds. amazon. C. December 2004) ISBN • Crawford. Nell.J.vwl. D. ISBN 0-415-32309-6 • Clarke. • Lekatis.pdf) • Monks. Johal.O (1992). (2007). & Pol’y). Karel (2004) Corporate Governance and Disappointment Review of International Political Economy. G. International Corporate Governance. Fischel. George IT and Information Security after Sarbanes-Oxley (http://www. and A. • Sapovadia.Corporate governance • Clarke. A. "Themes and Variations: The Convergence of Corporate Governance Practices in Major World Markets. Corporate Governance Handbook. Doyle.nyssa. Ismail. Julie. What is Corporate Governance ? (McGraw-Hill. A Study in Corporate Governance: Strategic and Tactic Regulation (200 p) • World Business Council for Sustainable Development WBCSD (2004) Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes. ISBN 0-976-90190-9 9780976901914 • Denis. • Garrett. Robert A. A Network Analysis of Financial Linkages (http://www. Shleifer (1999).G. and J. Thomas & Chanlat. Thomas & dela Rama. Thomas (2007) "International Corporate Governance " London and New York: Routledge. J.) (2006) "Corporate Governance and Globalization (3 Volume Series)" London and Thousand Oaks. ISBN 9780415405331 • Clarke. Istanbul Bilgi University.." 32 Denv.tu-darmstadt. 15–20. and frameworks (http://www. Robert A. 2004) Principles of Corporate Governance Paris: OECD) • Özekmekçi. 14 . McConnell (2003). Frank H.compliance-llc. Nell. Journal of Finance. Glyn A (2006). Compliance & conviction: the evolution of enlightened corporate governance. • Skau. Patrick (2007). Mert (2004) "The Correlation between Corporate Governance and Public Relations".. Financial Analysits Journal. Vishny (1997).. 38 (1): 1-36. CA: SAGE. Naughton (2007).pdf) • Murray. standards. J. • Easterbrook. 11 (4): 677-713.com/power/contents.G. Santa Clara. Stettinius. R. The Journal of Finance. "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India" (January 2007). ISBN 978-1-4129-3589-0 • Colley. Calif: XCEO. • Holton. and Daniel R. full text available online (http://www.com/dp/B0013L4DZI) • New York Society of Securities Analysts. and Minow. Jochen and Tydecks. (http://www. and T. Economic Systems.pdf).contingencyanalysis. Froud. Corporate Governance (Blackwell 2004) ISBN • Monks. Lopez-De-Silanes.cfm&TPLID=3& ContentID=499) • OECD (1999. M.com/home/papers/ suffrage. Alan Revolt in the Boardroom (HarperBusiness 2007) (ISBN 0-06-088247-6) Remainder (http://www. and Minow. Power and Accountability (HarperBusiness 1991).thecorporatelibrary. 2003. The Economic Structure of Corporate Law. 31 (2): 138-156. Vrajlal K. F. Thomas & dela Rama. • Hovey.. J. Journal of Financial and Quantitative Analysis.) (2008) "Fundamentals of Corporate Governance (4 Volume Series)" London and Thousand Oaks. 62 (6). Corporate Ownership around the World. Abdullah.com/ IT_and_Information_Security_after_Sarbanes_Oxley.html) • Moebert. Marie (eds.. W.com/abstract=712461 • Shleifer. ISBN 978-1-4129-2899-1 • Clarke. CA: SAGE..W. 52 (2): 737-783. Marie (eds.cfm?Section=corp_gov_com&Template=/TaggedPage/TaggedPageDisplay. Allison. Int’l L.de/vwl/forsch/veroeff/papers/ ddpie_179.
ccg.0.edu. Governance & Society Research Group at The [[Australian National University (http://corpgov.law. Albert.0.harvard.edu/centers/ ccg)]] • World Bank Corporate Governance Reports (http://rru. How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence.0.org/) • UTS Centre for Corporate Governance (http://www.org/) • The Harvard Law School Program on Corporate Governance (http://www. " Conflict and Creativity at Work: Human Roots of Corporate Life (http://www.html) • Arthur and Toni Rembe Rock Center for Corporate Governance at [[Stanford University (http://www. William (2009). co. Australia • Weinberg Center for Corporate Governance [[University of Delaware (http://www.edu/program/centers/rcfcg/)]] • Corporations.uk/subjects/corpstrtgy/corpgov/) • European Corporate Governance Institute (ECGI) (http://www. 2008.lerner. New York: Edwin Mellen.com/ portal/site/sp/en/ap/page.law.0.product/equityresearch_gamma/2.standardandpoors.edu/)]] • Kozminski Center for Corporate Governance (http://www.edu.org) • Global Corporate Governance Forum (http://www. ISBN 9780773438637.au) at the University of Technology Sydney.heyman-center.iod.cipd.0.pl/) at Kozminski University.com/corporategovernance) • The Millstein Center for Corporate Governance and Performance at the [[Yale School of Management (http:// millstein. ISBN 978-1-84519-272-3 • Sun.anu.org/GovernanceReports/) ] . conflictandcreativityatwork.org/Plugins/DocSearch/details.edu/programs/ olin_center/corporate_governance/) • Institute of Directors (http://www.yale.worldbank. 15 External links • Standard & Poor's Governance Services (GAMMA Governance Scores) (http://www2.0.1. Poland • The Samuel and Ronnie Heyman Center on Corporate Governance [[Benjamin N.au/)]] • Chartered Institute of Personnel and Development (CIPD) resources on corporate governance (http://www.ecgi.gcgf. Cardozo School of Law (http:/ /www. stanford.0.0.ca).13. Sussex Academic Press.0.1.uts.edu. fec.0.org)]] • United States Proxy Exchange (http://proxyexchange.udel.5.som.asp?DocTypeId=25&ObjectId=MTIwNjg) • Low.Corporate governance wbcsd.0.corpgov.
Sapovadia. Bar mangan.Z-man. Heresiarch. Thseamon. Adam. Ericbonetti. Muppet317. Bangdrum. Damieng. Choosey. Tisane. Hogayoga. FaerieInGrey. IrishHR.u. Essjay519. Roryridleyduff. MrOllie. ICGN. Jyoshimura. Sox617. Businessrep. Sagink. Wikidea. Singhalawap. Gaslan2. SiobhanHansa.בוט-רה יראבanonymous edits License Creative Commons Attribution-Share Alike 3. Allisoga. Olivier. Neutrality. Thementor. Maurreen. Rodrigoleite.C. Cannaya. Dcarafel. J. Bmi232. Fifo. McSly. MBisanz.org/w/index. Gregbard. Gaius Cornelius. Adrian J. Pirc ltd. Alexihlo. Blu Aardvark. Apoc2400. Financeeditor. Psdanalyst. Arthena. Sole Soul. John. RoyBoy. Postdlf. Dabomb87. org/ licenses/ by-sa/ 3. LunaTech. CBowers. J Crow. Coemgenus. Noufal cp. John Quiggin. Arsalan Khan Pathan. Farcaster. Mole31. Gamble456. Ssweeting. Stifle.J. Jpopovac. Kurieeto. Ondra2. Alfredxz. Steverapaport. YellowMonkey. Dkc1971. T g7.wikipedia. Neilc. Corp Vision. Mini123. Cmdrjameson. Khalid hassani. Sciurinæ. DavidHOzAu. Wknight94. JonHarder. WereSpielChequers. Rvelamuri. Buchanan-Hermit.W. Adanielch. FinanceQ. Dominic Sayers. CalSGWorker. Xp001xp. Kuru. Giler. Greekcats. Pb30. Gobbleswoggler.. Nminow. Kmccoy. Edward. Hello32020. El C. MaxHund. Farmanesh. David fac51. Legis. Martin Kozák. Benfremer. Alexlinsker@gmail. Gaslan. Charles Matthews. Dekisugi. ArielGold. Examtester. Tophat1712. Kza. Jem147. DocendoDiscimus. Do DueDiligence. Loren36. Landroni. Finance C. Drakonian Imperium. Sherifhany. Fusionmix. Dboselli. EECavazos. Bobo192. Normxxx. Mchap. Yeu Ninje. Mdd.ينام . Rrburke. Gilliam. ThePedanticPrick. Jfire. SimonP. Ommm. Jhegland. RainbowOfLight. Domaley. Zrinski hr. Wile E. Vandalismterminator. Seanachas. Roopchand pokhriyal. Michael Snow. Bfigura's puppy. BD2412. Fruits. IvanLanin. Mark ok7.Article Sources and Contributors 16 Article Sources and Contributors Corporate governance Source: http://en. Wackywace. The Anome. Hu12. Biruitorul. Hmains. McGeddon. Stemcat. Rich Farmbrough. Gregoryloyse. Karavan-LP. ChrisRBennett. The Heyman. Xp001ping. Hunter. ImperfectlyInformed. Suidafrikaan. Niniey. NuclearWinner. Personalbest. Vuong Ngan Ha. Kevinkor2. Redgolpe.delanoy.php?oldid=417830254 Contributors: Aaronhill. Sesu Prime. Qxz. Enzo Aquarius. Rjwilmsi. DeadEyeArrow. Yurik. Beetstra. 0/ . Michael Hardy. Kmklim. LaserBeam. Klausness. Forich. BenTremblay. Rkitko. Chemingway. Nagelfar. Max Tulip. RyanCross. Corpgov. RJN. Nyresearcher. Lumos3. Luk. HG. Snowmanradio. JoanneB. Dcarpenter. JDMBAHopeful. SDC. Pstessel. Axlq. NadiaLala. Neale Monks. Dachannien. Prari. Belovedfreak. Mdahpiercey. Theo10011. Woohookitty. Lilyhover. Abdullah Mert. JohRth. EmmelineK. Cwaesche. MER-C. Bmcdaniel. Beagel. Grafen. Jeffpc2. Gavin Moodie. Dwilliams0428. Lisalima. Flawiki. Ohnoitsjamie. Bryan Derksen. Altenmann. DavidTurner100. Cyalxndr.com. Aesopos. Phgao. Leolaursen. Bmicomp. Leetnoob. Stuartwilks. Spegali. Ssilvers. AntiVan. Ask123. Musical Linguist.0 Unported http:/ / creativecommons. Crazytales. GLeachim. EFocus. Mr. SueHay. Mydogategodshat. Xactandy. 946 . AbsolutDan. GreenReaper. D6. Martg76. Squash Racket. Drilnoth. Kalivd. Sagax. Thatguyflint. Sox First.
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