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Corporate Governance

Corporate Governance

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Corporate governance


Corporate governance
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.[1] 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) [2] and represents a "bottom-up" approach to corporate governance (agency) which supports the more obvious "top-down" (systems and processes, i.e. structural) perspective.

the rights of individual owners and shareholders have become increasingly derivative and dissipated. the following Harvard Business School management professors published influential monographs studying their prominence: Myles Mace (entrepreneurship). by the needs and desires of shareowners to exercise their rights of corporate ownership and to increase the value of their shares and. Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior). corporate directors’ duties have expanded greatly beyond their traditional legal responsibility of duty of loyalty to the corporation and its shareowners.[3] In the United States. Means pondered on the changing role of the modern corporation in society. the analogous corporate constitutional documents (the memorandum and articles of association) can be modified by a supermajority (75%) of shareholders.United States In the 19th century. Macmillan) continues to have a profound influence on the conception of corporate governance in scholarly debates today.[4] In the first half of the 1990s.[3] Individual rules for corporations are based upon the corporate charter and. and around the globe. and because the US's wealth has been increasingly securitized into various corporate entities and institutions. the Model Business Corporation Act. From the Chicago school of economics. even for several consecutive years. have historically been rejected by the board of directors. state corporation laws enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights. Agency theory's dominance was highlighted in a 1989 article by Kathleen Eisenhardt ("Agency theory: an assessement and review". not infrequently back dated). The California Public Employees' Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before). but the results are nonbinding. . Edwin Dodd. and Gardiner C. to make corporate governance more efficient. shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws. by the unrestrained issuance of stock options. therefore. broad efforts to reform corporate governance have been driven. received considerable press attention due to the wave of CEO dismissals (e.g. 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. as of 2004. corporate governance has been the subject of significant debate in the U. Fifty years later. wealth. Chandler." Since the late 1970’s. US expansion after World War II through the emergence of multinational corporations saw the establishment of the managerial class. less authoritatively. Accordingly.[3] Shareholders can initiate 'precatory proposals' on various initiatives. 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. 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. According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors. In the 20th century in the immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle. Berle and Means' monograph "The Modern Corporation and Private Property" (1932. Jr. Precatory proposals which have received majority support from shareholders. the corporate bylaws. was the domicile for the majority of publicly-traded corporations.Corporate governance 2 Legal environment In the United States. Since that time.S. Eugene Fama and Michael Jensen's "The Separation of Ownership and Control" (1983.. Bold. in part. and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law.[3] In the UK. Honeywell) by their boards. Over the past three decades. Kodak. however.[3] History .: IBM. corporations are governed under common law.g.S. (business history). Academy of Management Review). and Delaware law since Delaware.

worldwide.[7] Marc Lane's [8] book on best corporate governance practices. other investor groups. officers. the East Asian Financial Crisis saw the economies of Thailand. Tyco. This is reflected in the passage of the Sarbanes-Oxley Act of 2002. See Quantity and display instructions under last reference. The lack of corporate governance mechanisms in these countries highlighted the weaknesses of the institutions in their economies. The study also points out that predictive power of corporate governance in terms of shareholder value exceeds its perception by financial markets. In the early 2000s. led to increased shareholder and governmental interest in corporate governance. Role of institutional investors Many years ago. . auditors and shareholders with insights for the compliance of new legislation. such as Adelphia Communications [5]. pension funds. who usually had an emotional as well as monetary investment in the company (think Ford). these statistics do not reveal the full extent of the practice. Global Crossing. [19] (Moreover. South Korea. buyers and sellers of corporation stocks were individual investors. to an additional 5. averaged over 80% of NYSE trades in some months of 2007. and hence good corporate governance is a tool for socio-economic development.) Unfortunately. such as wealthy businessmen or families. as well as lesser corporate debacles. In this way.[9] [10] He revisited his treatise on corporate governance in 2005. However this growth occurred primarily by way of individuals turning over their funds to 'professionals' to manage.[6] 3 Impact of Corporate Governance The positive effect of corporate governance on different stakeholders ultimately is a strengthened economy. brokers. Lane provides companies and their directors.. Over time. and other financial institutions). on average. mutual funds. exchange-traded funds. such as in mutual funds. insurance companies. The Board of Directors of large corporations used to be chosen by the principal shareholders.Corporate governance In 1997.[11] [12] The new version is updated annually with the most recent supplement for the year 2010. Indonesia. "Representing Corporate Officers and Directors. which are now almost all owned by large institutions. 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.who often had a vested. banks. In a study [17] by Standard & Poor's Governance Services [18] analysts back-tested the correlations of S&P’s with corporate performance. 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).g. and the Board diligently kept an eye on the company and its principal executives (they usually hired and fired the President.2% in annualised sales growth and 7. AOL. rules and responsibilities in response to the avalanche of corporate accounting scandals. 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. there has been a concurrent lapse in the oversight of large corporations. markets have become largely institutionalized: buyers and sellers are largely institutions (e.[13] [14] With the goal of promoting positive social change. Program trading. hedge funds. A one-notch positive difference on S&P’s governance scoring scale corresponded. the hallmark of institutional trading. because of so-called 'iceberg' orders. of which there are many). personal and emotional interest in the corporations whose shares they owned.0% in annualised market cap growth over a three-year horizon. Arthur Andersen. corporate governance positively affects some key performance indicators.[15] [16] On the microlevel. Malaysia and The Philippines severely affected by the exit of foreign capital after property assets collapsed." was first published in 1987. 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.

) has soared. Korean chaebol 'groups') [24]. these investors have even less interest in a particular company's governance. The Board is now mostly chosen by the President/CEO. A board of directors often plays a key role in corporate governance. shareholders and Auditors). It is their responsibility to endorse the organization's strategy. the interests of most investors are now increasingly rarely tied to the fortunes of individual corporations. the board of directors. "BW identified five key ingredients that contribute to superior performance. One of the biggest strategic advantages a company can have.) are designed simply to invest in a very large number of different companies with sufficient liquidity. So. Occasionally. Since the (institutional) shareholders rarely object. Not all are qualities unique to enterprises with retained family interests. based on the idea that this strategy will largely eliminate individual company financial or other risk and. But. Nowadays. management. [BusinessWeek has found]. the largest pools of invested money (such as the mutual fund 'Vanguard 500'. etc." See also. a system of corporate governance controls is implemented to assist in aligning the incentives of managers with those of shareholders. supervise and remunerate senior executives and to ensure accountability of the organization to its owners and authorities. Since the marked rise in the use of Internet transactions from the 1990s. there has been an opportunity for a reversal of the separation of ownership and control problems because ownership is not so diffuse. State Street Corp. 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. this superior performance amounts to 8% per year.g. for example. and may be made up primarily of their friends and associates. develop directional policy. Other stakeholders who take part include suppliers. institutional investors support shareholder resolutions on such matters as executive pay and anti-takeover. 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.Corporate governance or Chief Executive Officer— CEO). "Revolt in the Boardroom. Even as the purchase of individual shares in any one corporation by individual investors diminishes. such as officers of the corporation or business colleagues. therefore. whereas stock in the USA or the UK and Europe are much more broadly owned." Since 1996." by Alan Murray. The shareholder delegates decision rights to the manager to act in the principal's best interests. employees. Finally. 4 Parties to corporate governance Parties involved in corporate governance include the regulatory body (e. 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 [23] among Japanese keiretsu corporations and within S.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. Stock market index options [22]. 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.[20] Forget the celebrity CEO. creditors. . appoint. the ownership of stocks in markets around the world varies. This separation of ownership from control implies a loss of effective control by shareholders over managerial decisions. customers and the community at large. aka." [21] In that last study. exchange-traded funds (ETFs). the sale of derivatives (e. is blood lines. "Look beyond Six Sigma and the latest technology fad.. the Chief Executive Officer. With the significant increase in equity holdings of investors. Partly as a result of this separation between the two parties. 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). often still by large individual investors. "poison pill" measures.g. but rarely. they will simply sell out their interest.

suppliers receive compensation for their goods or services. whether direct or indirect. openness. 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. while shareholders receive capital return. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. benefits and reputation. mutual respect. factual information. though. • Interests of other stakeholders: Organizations should recognize that they have legal and other obligations to all legitimate stakeholders. compliance and administration. social and other forms of capital. 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. performance orientation. All parties to corporate governance have an interest. Because of this. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear. • 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. Directors. but it is also a necessary element in risk management and avoiding lawsuits. 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). that reliance by a company on the integrity and ethics of individuals is bound to eventual failure. senior executives should conduct themselves honestly and ethically. trust and integrity. In particular. effective operations. Customers receive goods and services.Corporate governance The Company Secretary. responsibility and accountability. • Integrity and ethical behaviour: Ethical and responsible decision making is not only important for public relations. human. is a high ranking professional who is trained to uphold the highest standards of corporate governance. There are issues about the appropriate mix of executive and non-executive directors. in the effective performance of the organization. and commitment to the organization. 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 . It is important to understand. workers and management receive salaries. and disclosure in financial reports. 5 Principles Key elements of good corporate governance principles include honesty. 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. • 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. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. especially concerning actual or apparent conflicts of interest. If some parties are receiving more than their fair return then participants may choose to not continue participating leading to organizational collapse. many organizations establish Compliance and Ethics Programs to minimize the risk that the firm steps outside of ethical and legal boundaries. through providing financial capital and trust that they will receive a fair share of the organizational returns.g. A key factor is an individual's decision to participate in an organization e. They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings.

require that the President be a different person from the Treasurer. the ability of the board to monitor the firm's executives is a function of its access to information. Regular board meetings allow potential problems to be identified. That is not so. another group review and can veto the changes. with its legal authority to hire. to monitor managers' behaviour. and the commitment to run a transparent organization. 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. For example. 6 Mechanisms and controls Corporate governance mechanisms and controls are designed to reduce the inefficiencies that arise from moral hazard and adverse selection. John G. an independent third party (the external auditor) attests the accuracy of information provided by management to investors. Examples include: • Monitoring by the board of directors: The board of directors. and other personnel to provide reasonable assurance of the entity achieving its objectives related to reliable financial reporting. It could be argued. that executive directors look beyond the financial criteria. . Corporate governance must go well beyond law. employees) outside the three groups are being met. Perpetuation for its own sake may be counterproductive.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. Moreover. Internal corporate governance controls Internal corporate governance controls monitor activities and then take corrective action to accomplish organisational goals. they may not always result in more effective corporate governance and may not increase performance. management. for it must include a fair. audit committee. written objectives. remains an ambiguous and often misunderstood phrase. operating efficiency. and a third group check that the interests of people (customers. For quite some time it was confined only to corporate management. Whilst non-executive directors are thought to be more independent. shareholders. discussed and avoided. efficient and transparent administration and strive to meet certain well defined. Smale. • Internal control procedures and internal auditors: Internal control procedures are policies implemented by an entity's board of directors. wrote: "The Board is responsible for the successful perpetuation of the corporation. It may be in the form of cash or non-cash payments such as shares and share options. 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. a former member of the General Motors board of directors." despite some feeble attempts from various quarters. therefore. and compliance with laws and regulations. This application of separation of power is further developed in companies where separate divisions check and balance each other's actions. • Remuneration: Performance-based remuneration is designed to relate some proportion of salary to individual performance. the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment). That responsibility cannot be relegated to management. The quantity.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."[25] However it should be noted that a corporation should cease to exist if that is in the best interests of its stakeholders. It is something much broader. One group may propose company-wide administrative changes. safeguards invested capital. fire and compensate top management. ex ante. quality and frequency of financial and managerial disclosure. An ideal control system should regulate both motivation and ability.[26] Different board structures are optimal for different firms.

The power of the corporate client to initiate and terminate management consulting services and. it can involve non-disclosure of information. criteria for recognition. 7 External corporate governance controls External corporate governance controls encompass the controls external stakeholders exercise over the organisation. 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. the efficient market hypothesis (EMH) asserts that financial markets are efficient). The traditional answer to this problem is the efficient market hypothesis (in finance. The Enron collapse is an example of misleading financial reporting. In the extreme. . Current accounting practice allows a degree of choice of method in determining the method of measurement. The exercise of this choice to improve apparent performance (popularly known as creative accounting) imposes extra information costs on users. Similar provisions are in place under clause 49 of SEBI Act in India. and can elicit myopic behaviour.Corporate governance superannuation or other benefits. Such incentive schemes. One area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. This should. be corrected by the working of the external auditing process.[27] Accountants and auditors are the primary providers of information to capital market participants. This may result in a conflict of interest which places the integrity of financial reports in doubt due to client pressure to appease management. and even the definition of the accounting entity. 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. Role of the accountant Financial reporting is a crucial element necessary for the corporate governance system to function effectively. 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. Enron concealed huge losses by creating illusions that a third party was contractually obliged to pay the amount of any losses. and rely on auditors' competence. the third party was an entity in which Enron had a substantial economic stake. more fundamentally. which suggests that the small shareholder will free ride on the judgements of larger professional investors. The directors of the company should be entitled to expect that management prepare the financial information in compliance with statutory and ethical obligations. the partner in charge of auditing. Imperfections in the financial reporting process will cause imperfections in the effectiveness of corporate governance. • Monitoring costs: A barrier to shareholders using good information is the cost of processing it. However. especially to a small shareholder. are reactive in the sense that they provide no mechanism for preventing mistakes or opportunistic behaviour. however. views inevitably led to the client prevailing. In discussions of accounting practices with Arthur Andersen. • Supply of accounting information: Financial accounts form a crucial link in enabling providers of finance to monitor directors. to select and dismiss accounting firms contradicts the concept of an independent auditor. ideally.

They may be ill-equipped to deal with new types of transactions not covered by the code. Unlike traditional boards. Principles on the other hand is a form of self regulation.Corporate governance However. complex companies. Enlightened boards can be found in very large. Action Beyond Obligation Enlightened boards regard their mission as helping management lead the company. Overall. 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. Moreover. however. In practice. Unlike standard boards that aim to comply with regulations. There are various integrated governance. demarcating a clear line between acceptable and unacceptable behaviour. Rules also reduce discretion on the part of individual managers or auditors.[28] . At the same time. rather than treat them as separate entities. risk. or if the informed user is unable to exercise a monitoring role due to high costs (see Systemic problems of corporate governance above). one can still find a way to circumvent their underlying purpose . They do not need Sarbanes-Oxley to mandate that they protect values and ethics or monitor CEO performance. this is largely a theoretical. as well as smaller companies. 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. good financial reporting is not a sufficient condition for the effectiveness of corporate governance if users don't process it. 8 Regulation Rules versus principles Rules are typically thought to be simpler to follow than principles. They lead by example. Enforcement Enforcement can affect the overall credibility of a regulatory system. enlightened boards regard compliance with regulations as merely a baseline for board performance. enlightened directors recognize that it is not their role to be involved in the day-to-day operations of the corporation. greater enforcement is not always better. even if clear rules are followed. 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. Enlightened directors go far beyond merely meeting the requirements on a checklist. for taken too far it can dampen valuable risk-taking. They both deter bad actors and level the competitive playing field. It also pre-empts over zealous legislations that might not be practical. It allows the sector to determine what standards are acceptable or unacceptable. risk and compliance solutions available to capture information in order to evaluate risk and to identify gaps in the organization’s principles and processes. as opposed to a real. Nevertheless. the enlightened board is aligned on the critically important issues facing the company.this is harder to achieve if one is bound by a broader principle. enlightened boards do not feel hampered by the rules and regulations of the Sarbanes-Oxley Act. In practice rules can be more complex than principles. They are more likely to be supportive of the senior management team. most of the time.

raising money. . where the controlling families favor subsidiaries for which they have higher cash flow rights. but needs to get board approval for certain major actions. and the community. This can lead to "self-dealing". Each model has its own distinct competitive advantage. which some[33] see as a conflict of interest. there are important differences between the U. which has the power to choose an executive officer. or other expensive projects.[29] Another proposal is for the government to allow poorly-managed businesses to go bankrupt. suppliers. but are merely asked to rubberstamp the nominees of the sitting board. Other duties of the board may include policy setting. a corporation is governed by a board of directors. whereas the coordinated model of corporate governance facilitates incremental innovation and quality competition. or corporate control. the main problem is the conflict of interest between widely-dispersed shareholders and powerful managers. 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. However. In Europe. directors have to cover more of their own legal bills and are frequently sued by bankruptcy trustees as well as investors. with board members beholden to the chief executive whose actions they are intended to oversee. the heavy presence of banks in the equity of German firms [31]. The intricated shareholding structures of keiretsus in Japan. since after a filing. normally. major capital expansions. members of the boards of directors are CEOs of other corporations. The board of directors is nominally selected by and responsible to the shareholders.[30] Corporate governance models around the world Although the US model of corporate governance is the most notorious. These differ according to the variety of capitalism in which they are embedded. usually known as the chief executive officer. managers. The liberal model of corporate governance encourages radical innovation and cost competition.[32] Anglo-American Model There are many different models of corporate governance around the world. 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. such as hiring his/her immediate subordinates. In the United States. the main problem is that the voting ownership is tightly-held by families through pyramidal ownership and dual shares (voting and nonvoting). Frequently. The CEO has broad power to manage the corporation on a daily basis. individual shareholders are not offered a choice of board nominees among which to choose.S. Perverse incentives have pervaded many corporate boards in the developed world. In the United States. recent approach to governance issues and what has happened in the UK. acquiring another company. decision making.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. The coordinated model that one finds in Continental Europe and Japan also recognizes the interests of workers. monitoring management's performance. customers. there is a considerable variation in corporate governance models around the world. The liberal model that is common in Anglo-American countries tends to give priority to the interests of shareholders.

corporations.This document aims to provide general information. compliance with these governance recommendations is not mandated by law. While Delaware does not follow the Act. including more than half of the Fortune 500. The OECD remains a proponent of corporate governance principles throughout the world. One of the most influential guidelines has been the 1999 OECD Principles of Corporate Governance. Such disclosure requirements exert a significant pressure on listed companies for compliance. companies quoted on the London and Toronto Stock Exchanges formally need not follow the recommendations of their respective national codes. participate on ABA committees. This was revised in 2004. in other words. they must disclose whether they follow the recommendations in those documents and. or should they create governance guidelines that ascend to the level of best practice. particularly on accountability and reporting [41]. other international organisations. Building on the work of the OECD. standards and frameworks relevant to the sustainability agenda. if they are public. the guidelines issued by associations of directors (see Section 3 above). where not. and in 2004 created an Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes. may have a wider multiplying effect prompting other companies to adopt similar documents and standards of best practice. For example. including former Delaware Supreme Court Chief Justice E. corporate managers and individual companies tend to be wholly voluntary. do they merely try to supersede the legal threshold. One issue that has been raised since the Disney decision[37] in 2005 is the degree to which companies manage their governance responsibilities. 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 [34]). companies are primarily regulated by the state in which they incorporate though they are also regulated by the federal government and. The GM Board Guidelines reflect the company’s efforts to improve its own governance capacity. however. . In the United States. private sector associations and more than 20 national corporate governance codes. However.Corporate governance 10 Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges. For example. standards. a "snap-shot" of the landscape and a perspective from a think-tank/professional association on a few key codes. For example. [38] This internationally agreed[39] benchmark consists of more than fifty distinct disclosure items across five broad categories:[40] • • • • • 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. it still considers its provisions and several prominent Delaware justices. by their stock exchange. Such documents. institutional investors. 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. Most states' corporate law generally follow the American Bar Association's Model Business Corporation Act [35]. The highest number of companies are incorporated in Delaware. Norman Veasey [36]. although the codes linked to stock exchange listing requirements may have a coercive effect. or associations (institutes) of directors and managers with the support of governments and international organizations. As a rule. and frameworks [42]. they should provide explanations concerning divergent practices.

Low average levels of pay-performance alignment do not necessarily imply that this form of governance control is inefficient. undertook formal evaluation of its directors. Others have found a negative relationship between the proportion of external directors and profitability. Some researchers have found that the largest CEO performance incentives came from ownership of the firm's shares. performance of the company. 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. and was responsive to investors' requests for information on governance issues. research into the relationship between specific corporate governance controls and some definitions of firm performance has been mixed and often weak. It is unlikely that board composition has a direct impact on profitability. concentration ratios) and then making a sketch showing its visual representation. found that those "most admired" had an average return of 125%. 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. one measure of firm performance. and external and internal monitoring devices may be more effective for some than for others. whilst the 'least admired' firms returned 80%. rings. 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. In a study of five year cumulative returns of Fortune Magazine's survey of 'most admired firms'. The size of the premium varied by market. However. Board composition Some researchers have found support for the relationship between frequency of meetings and profitability. and webs. rather than the short-term. Not all firms experience the same levels of agency conflict. to locate the ultimate owner of a particular group of firms. Egypt and Russia). Generally.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. while others found no relationship between external board membership and profitability. On the other hand. Corporate governance and firm performance In its 'Global Investor Opinion Survey' of over 200 institutional investors first undertaken in 2000 and updated in 2002. They defined a well-governed company as one that had mostly out-side directors. The following examples are illustrative. The idea behind the concept of ownership structures is to be able to understand the way in which shareholders interact with firms and. cross-share holdings. McKinsey found that 80% of the respondents would pay a premium for well-governed companies. Some examples of ownership structures include pyramids. whenever possible. that point of view came under substantial criticism circa in the wake of various security . And ownership can be changed by the stakeholders of the company.e. who had no management ties. Other studies have linked broad perceptions of the quality of companies to superior share price performance. It is a tool frequently employed by policy-makers and researchers in their analyses of corporate governance within a country or business group. while other researchers found that the relationship between share ownership and firm performance was dependent on the level of ownership. from 11% for Canadian companies to around 40% for companies where the regulatory backdrop was least certain (those in Morocco. ownership structures are identified by using some observable measures of ownership concentration (i. and less interested in the welfare of their shareholders. In a recent paper Bhagat and Black found that companies with more independent boards are not more profitable than other companies. The results suggest that increases in ownership above 20% cause management to become more entrenched. Antunovich et al.

These authors argued that. Gumport [44] issued in 2006. Amazon. [18] http:/ / www2.0.S. .1. Michael (19 July 2006). com/ magazine/ content/ 03_45/ b3857002.html. Penguin. Retrieved 1 June 2010. LANE AND ITS FINANCIAL-SERVICES AFFILIATES JOIN UNITED NATIONS' GLOBAL COMPACT" (http:/ / www.0. (http:/ / www. Amazon. com/ company-activities-management/ business-ethics/ 5478580-1. com/ Representing-Corporate-Officers-Directors-Business/ dp/ 0471817880/ ref=sr_1_1?ie=UTF8& s=books& qid=1243963050& sr=1-1). com/ sol3/ papers. Capella University. Retrieved 2 June 2005. net/ about_us/ crawford_dissertation. cfm?abstract_id=955289) [8] http:/ / marcjlane. "Representing corporate officers and directors" (http:/ / openlibrary. WorldCat." (http:/ / www. A compendium of academic works on the option/buyback issue is included in the study Scandal [43] by author M. html [19] http:/ / www. Curtis J. Retrieved 28 May 2009. amazon.0.. . html). html).html "Marc Jay Lane" (http:/ / www. [17] Oleg Shvyrkov & Elena Pastoukhova (2010). asp?id=13 [7] SSRN-Good Corporate Governance: An Instrument for Wealth Maximisation by Vrajlal Sapovadia (http:/ / papers. Inc. [3] Bebchuck LA. Retrieved 28 May 2009. ssrn. html [6] http:/ / www. standardandpoors. [10] Staff Editors (Jan 1987). in part. com/ wp-dyn/ articles/ A39143-2004Jul9.6.5.0. com/ research/ en/ [21] http:/ / www. Retrieved 28 May 2009. "The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan. 2000. cfm?abstract_id=387940). asp? [20] http:/ / www. standardandpoors. "Representing Corporate Officers & Directors (Ring-bound)" (http:/ / www. . Even before the negative influence on public opinion caused by the 2006 backdating scandal. Retrieved 1 June 2009.0. Inc. New York. Retrieved 12 May 2009. 12 References [1] For a good overview of the different theoretical perspectives on corporate governance see Chapter 15 of Dignam.. Subjectivity and Truth: Essential Works of Foucault 1954 – 1984 Volume One P.0. Avvo. Standard & Poor's. "Harry Walker Agency Adds Marc J. corporate stock buybacks for U. J (2006) Company Law. Rabinow. . 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. "Representing Corporate Officers and Directors (Business Practice Library) (Hardcover)" (http:/ / www. ).S. "Marc J. Corporate Boardroom.5. London. cfm?eventid=2761). use of options faced various criticisms. .com/attorneys/60601-il-marc-lane-1132572. 1977-1997. .0. ed. Standard & Poors 500 companies surged to a $500 billion annual rate in late 2006 because of the impact of options. harrywalker. Oxford University Press ISBN 978-0-19-928936-3 [2] Foucault.0.com. The Harry Walker Agency. 2000-2009)" (http:/ / www2. ssrn. amazon.0. [16] The Harry Walker Agency. M. (2004). php?submenu=About_Founder& src=gendocs& ref=AboutOurFounder& category=About [9] Staff Writer (2009). Lane" (http:/ / www. A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed. nhbar. Lane to Its Roster of Renowned Business Speakers. New York: Business Wire. org/ publications/ archives/ display-journal-issue. xceo.1. Northwestern Law. [15] Staff Writer (2009). product/ equityresearch_gamma/ 2. (2007). . product/ equityresearch_gamma/ 2. in particular. Impassioned. businessweek.com.0.1. The Reform of Corporate Governance: Major Trends in the U.0. Avvo.0. [4] Crawford. com/ Representing-Corporate-Officers-Directors-Marc/ dp/ 0735550964/ ref=pd_rhf_p_img_1)..com/attorneys/60601-il-marc-lane-1132572. org/ isbn/ 0735550964). com/ speaker/ Marc-Lane. allbusiness. [14] Staff Writer (2005). com/ cgi/ ClientLogin. programtrading. org/ b/ OL3308939M/ Representing-corporate-officers-and-directors). law. "Representing corporate officers and directors" (http:/ / www. com/ index. [11] Penn. doctoral dissertation.. Retrieved 1 June 2009. Retrieved 2 June 2009.0. 22 May 2006).0. Federal Reserve Board economist Weisbenner) determined options may be employed in concert with stock buybacks in a manner contrary to shareholder interests. . Avvo.0. The Case for Increasing Shareholder Power (http:/ / papers. [12] Staff Editors (13 October 2004). [13] Staff Writer (2005). php) [5] http:/ / www. com/ portal/ site/ sp/ en/ ap/ page. Harvard Law Review.S. (Monday. credit-suisse.Corporate governance scandals including mutual fund timing episodes and.0.0. com/ portal/ site/ sp/ en/ ap/ page. 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.0.. edu/ news/ article_full. cfm?Spea_ID=955). A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs. com/ sol3/ papers. northwestern. htm . washingtonpost. Numerous authorities (including U. "THE LAW OFFICES OF MARC J. Ethics. A and Lowry.0. worldcat.

ISBN 978-1416559931. pdf [36] http:/ / www. Thomas (ed. FMG CG Working Paper 001. gov/ chancery [35] http:/ / www. John (January 12. Harvard Business Review "On Corporate Governance".ecgi. Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions. “Enlightened Boards: Action Beyond Obligation”. Dec07_final.21. . Journal of Economic Perspectives 21 (1): 117–140. 58: 81-112 • Clarke. European. Djankov. updated August 2004). Proceedings of the 13th IFAC Symposium on Information Control Problems in Manufacturing (INCOM'09). Thomas (ed. pdf [32] Enriques L. Available online from (http://www. (http://ssrn. delaware. Zimmerman. Petit. org/ en/ docs/ iteteb20063_en. Instituut voor Bestuurders. 31Number 12 (2007). (2009). wsj. tkyd.uk/ publications/searchdetail. com/ enormanveasey/ [37] The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility. html).com/abstract=343461) • Brickley. Brussels. ISBN • Feltus.K. Aug 2005 (http:/ / www. Asian and Contemporary Corporate Governance" London and New York: Routledge. Sir Adrian. "Corporate Governance: Brussels". ECGI . akingump. org/ en/ docs/ c2isard31_en.1. Stijn. pdf) [38] http:/ / www. Larry H. Gee and Co Ltd. xceo. Wall Street Journal. abanet. Retrieved 2009-08-13. [26] Bhagat & Black. (2000) The Separation of Ownership and Control in East Asian Corporations. 2010). Marco. [41] http:/ / www. "Corporate governance reforms in Continental Europe" (http:/ / www. org/ Templates/ Page. Moscow. pdf [39] TD/B/COM. org/ articles/ 1397. Vernadat.) (2004) "Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance. net/ admin/ files/ events/ Crawford. org/ files/ downloads/ Corporate_Governance_Reforms_in_Continental_Europe. Free Press. ISBN 0-415-32910-8 .2/ISAR/31 (http:/ / www. 1996. 54 Business Lawyer) [27] Generally Accepted Accounting Principles (GAAP) [28] National Association of Corporate Directors (NACD) – Directors Monthly.117. weil. com/ abstract=927111 [44] http:/ / ssrn. Retrieved 2008-11-09. UNCTAD. "The Uncertain Relationship Between Board Composition and Firm Performance". Hitting the Boards (http:/ / online. org/ Plugins/ DocSearch/ details. Sir Adrian.Genesis.ac. asp?type=p& id=MTE0OA& doOpen=1& ClickMenu=LeftMenu [42] http:/ / www. asianresearch.P.1257/jep.php?pubid=1&wsid=1&wpdid=1308) • Becht. Simeon & Lang. ISBN 1-57851-237-9. asp?DocTypeId=25& ObjectId=MTIwNjg [43] http:/ / ssrn. [30] James Freeman (January 12. William S. 1992. com/ docs/ publication/ 795.. Managerial Economics & Organizational Architecture. . François. "Corporate Governance in the U. com/ article/ SB10001424052748704130904574644153816967962. Harvard Business School Press. pdf). Kuckreja. moneyglossary. "Corporate Governance and Control" (October 2002. unctad. Anglo-American. Sridhar.) (2004) "Critical Perspectives on Business and Management: 5 Volume Series on Corporate Governance . [33] Theyrule. unctad. Valentina and Antoine Faure-Grimaud. org/ buslaw/ library/ onlinepublications/ mbca2002. [31] http:/ / www. bwl. unctad. Ailsa Röell. Report of the Committee on the Financial Aspects of Corporate Governance. (http://fmg. Vol. Refining the Notion of Responsibility in Enterprise Engineering to Support Corporate Governance of IT . "The Code of Best Practice".net (http:/ / theyrule. Volpin P. • Claessens. com/ articles/ deriv-option-basics. 2010). net) [34] http:/ / courts. html [23] http:/ / www. Michael. doi:10. org/ includes/ getTarget. asp?intItemID=2920& lang=1). Russia • Cadbury. Akin Gump. de/ vwl/ forsch/ veroeff/ papers/ ddpie_179. tu-darmstadt. Directors_Monthly. 02/2002. (2007). com/ ?w=Cross-holdings [24] http:/ / www. (http:/ / www. html [25] Harvard Business Review. pdf) [40] "International Standards of Accounting and Reporting. HBR (2000).Corporate governance [22] http:/ / invest-faq. com/ author=665434 13 Further reading • Arcot. Christophe. Journal of Financial Economics. Klug and Jerold L. Corporate Governance Disclosure" (http:/ / www. wbcsd. James A. Bruno. Pg 13.Finance Working Paper No.: is the comply-or-explain working?" (December 2005). wbcsd.org/codes) • Cadbury." London and New York: Routledge. pdf) [29] Gillespie. ISBN 0-415-32308-8 • Clarke. Patrick Bolton.lse.

Istanbul Bilgi University. Lopez-De-Silanes. Frank H. Journal of Finance.com/power/contents. CA: SAGE. Marie (eds. 31 (2): 138-156. The Economic Structure of Corporate Law.Corporate governance • Clarke. Economic Systems. C.html) • Moebert.compliance-llc. Sukhdev and Williams.pdf) • Monks. McConnell (2003). A Survey of Enterprise Reforms in China: The Way Forward.cfm&TPLID=3& ContentID=499) • OECD (1999. 11 (4): 677-713.K. Naughton (2007). Thomas & Chanlat. International Corporate Governance. Corporate Governance (Blackwell 2004) ISBN • Monks. Jochen and Tydecks. Compliance & conviction: the evolution of enlightened corporate governance. Alan Revolt in the Boardroom (HarperBusiness 2007) (ISBN 0-06-088247-6) Remainder (http://www.vwl. Financial Analysits Journal. • Holton. George IT and Information Security after Sarbanes-Oxley (http://www. Abdullah. ISBN 978-1-4129-3589-0 • Colley. full text available online (http://www. 2004) Principles of Corporate Governance Paris: OECD) • Özekmekçi. Nell. Doyle. ISBN 9780415405331 • Clarke. and Daniel R. Ismail. ISBN 978-1-4129-2899-1 • Clarke. Glyn A (2006). Patrick (2007). Robert A. Karel (2004) Corporate Governance and Disappointment Review of International Political Economy. J. Logan. and J. A Survey of Corporate Governance. 62 (6).thecorporatelibrary. Vrajlal K.. Santa Clara. ISBN 0-976-90190-9 9780976901914 • Denis. G. • Hovey.) (2006) "Corporate Governance and Globalization (3 Volume Series)" London and Thousand Oaks. "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India" (January 2007). Shleifer (1999). ISBN 0-415-32309-6 • Clarke. Calif: XCEO. 54 (2): 471-517.com/abstract=712461 • Shleifer. amazon.de/vwl/forsch/veroeff/papers/ ddpie_179. "Themes and Variations: The Convergence of Corporate Governance Practices in Major World Markets.pdf)..com/dp/B0013L4DZI) • New York Society of Securities Analysts. and R. and A. Froud.W. Thomas & dela Rama. Johal.G.) (2008) "Fundamentals of Corporate Governance (4 Volume Series)" London and Thousand Oaks." 32 Denv. Allison. • Easterbrook.org/ Template. Power and Accountability (HarperBusiness 1991). 15–20. Investor Suffrage Movement (http://www. Stettinius. Corporate Governance Handbook. Available at SSRN: http://ssrn. H. Mert (2004) "The Correlation between Corporate Governance and Public Relations". J. J.) (2009) "European Corporate Governance " London and New York: Routledge. • Garrett. CA: SAGE. and Minow. 14 . • Sapovadia. Nell. What is Corporate Governance ? (McGraw-Hill. M.cfm?Section=corp_gov_com&Template=/TaggedPage/TaggedPageDisplay. Int’l L. Corporate Ownership around the World.O (1992).tu-darmstadt. (http://www. and Minow. Power and Ownership Structures among German Companies.. D. Robert A. ISBN • Erturk.contingencyanalysis. R. W.. December 2004) ISBN • Crawford. Marie (eds. Julie. Fischel. 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. • Skau. A Network Analysis of Financial Linkages (http://www.G. A. Thomas (2007) "International Corporate Governance " London and New York: Routledge.. Jean-Francois (eds.J. J. Thomas & dela Rama. 52 (2): 737-783. and frameworks (http://www. 38 (1): 1-36. standards. & Pol’y).nyssa. F. Journal of Financial and Quantitative Analysis. The Journal of Finance. Vishny (1997). (2007). • Lekatis.. and T.com/home/papers/ suffrage.com/ IT_and_Information_Security_after_Sarbanes_Oxley. • La Porta.pdf) • Murray. 2003.

conflictandcreativityatwork.harvard.asp?DocTypeId=25&ObjectId=MTIwNjg) • Low.0.edu/)]] • Kozminski Center for Corporate Governance (http://www. How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence.com/corporategovernance) • The Millstein Center for Corporate Governance and Performance at the [[Yale School of Management (http:// millstein.1. Sussex Academic Press.0.0.Corporate governance wbcsd.lerner.com/ portal/site/sp/en/ap/page.org)]] • United States Proxy Exchange (http://proxyexchange.html) • Arthur and Toni Rembe Rock Center for Corporate Governance at [[Stanford University (http://www.cipd. Cardozo School of Law (http:/ /www.5.0.gcgf.0. William (2009).uk/subjects/corpstrtgy/corpgov/) • European Corporate Governance Institute (ECGI) (http://www.0.edu/programs/ olin_center/corporate_governance/) • Institute of Directors (http://www.org/GovernanceReports/) ] . New York: Edwin Mellen.13. " Conflict and Creativity at Work: Human Roots of Corporate Life (http://www.ecgi.org/) • UTS Centre for Corporate Governance (http://www.corpgov.product/equityresearch_gamma/2. 15 External links • Standard & Poor's Governance Services (GAMMA Governance Scores) (http://www2.edu.law.standardandpoors.edu/program/centers/rcfcg/)]] • Corporations.law. Poland • The Samuel and Ronnie Heyman Center on Corporate Governance [[Benjamin N.au) at the University of Technology Sydney. Albert.heyman-center.anu.org/) • The Harvard Law School Program on Corporate Governance (http://www.yale.0.org/Plugins/DocSearch/details.0.uts. fec.ccg.pl/) at Kozminski University.som.iod.au/)]] • Chartered Institute of Personnel and Development (CIPD) resources on corporate governance (http://www.1.edu.org) • Global Corporate Governance Forum (http://www. Australia • Weinberg Center for Corporate Governance [[University of Delaware (http://www. Governance & Society Research Group at The [[Australian National University (http://corpgov.0. 2008.worldbank.ca). ISBN 9780773438637.edu/centers/ ccg)]] • World Bank Corporate Governance Reports (http://rru.udel.edu. stanford.0.0. ISBN 978-1-84519-272-3 • Sun. co.

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