This action might not be possible to undo. Are you sure you want to continue?
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.
. Alfred D. Bold. shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws. not infrequently back dated). less authoritatively. broad efforts to reform corporate governance have been driven. the rights of individual owners and shareholders have become increasingly derivative and dissipated. The California Public Employees' Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before). Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior). and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law. US expansion after World War II through the emergence of multinational corporations saw the establishment of the managerial class. From the Chicago school of economics. Chandler. 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. by the unrestrained issuance of stock options. corporations are governed under common law.Corporate governance 2 Legal environment In the United States. Macmillan) continues to have a profound influence on the conception of corporate governance in scholarly debates today. the corporate bylaws.g. Jr. Precatory proposals which have received majority support from shareholders. Over the past three decades. Accordingly." Since the late 1970’s. state corporation laws enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights. in part. was the domicile for the majority of publicly-traded corporations. In the 20th century in the immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle. Eugene Fama and Michael Jensen's "The Separation of Ownership and Control" (1983. have historically been rejected by the board of directors. received considerable press attention due to the wave of CEO dismissals (e. Agency theory's dominance was highlighted in a 1989 article by Kathleen Eisenhardt ("Agency theory: an assessement and review". even for several consecutive years. According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors. the issue of corporate governance in the U. Edwin Dodd. (business history). Means pondered on the changing role of the modern corporation in society. and Gardiner C. and around the globe. History .S. Since that time. by the needs and desires of shareowners to exercise their rights of corporate ownership and to increase the value of their shares and. Shareholders can initiate 'precatory proposals' on various initiatives. the analogous corporate constitutional documents (the memorandum and articles of association) can be modified by a supermajority (75%) of shareholders. Individual rules for corporations are based upon the corporate charter and. to make corporate governance more efficient. therefore. corporate governance has been the subject of significant debate in the U. corporate directors’ duties have expanded greatly beyond their traditional legal responsibility of duty of loyalty to the corporation and its shareowners. . In the first half of the 1990s. and because the US's wealth has been increasingly securitized into various corporate entities and institutions. 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). as of 2004.S. In the United States. the following Harvard Business School management professors published influential monographs studying their prominence: Myles Mace (entrepreneurship). and Delaware law since Delaware.: IBM. the Model Business Corporation Act.g. but the results are nonbinding. Honeywell) by their boards. Berle and Means' monograph "The Modern Corporation and Private Property" (1932. 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. Kodak. however. In the UK. wealth.United States In the 19th century. Fifty years later.
Corporate governance In 1997. pension funds. on average. averaged over 80% of NYSE trades in some months of 2007. and the Board diligently kept an eye on the company and its principal executives (they usually hired and fired the President.) Unfortunately. brokers. Tyco. Arthur Andersen. Role of institutional investors Many years ago. mutual funds. such as wealthy businessmen or families. officers.  On the microlevel. personal and emotional interest in the corporations whose shares they owned. corporate governance positively affects some key performance indicators. such as in mutual funds. The Board of Directors of large corporations used to be chosen by the principal shareholders. of which there are many). insurance companies.  The new version is updated annually with the most recent supplement for the year 2010. Malaysia and The Philippines severely affected by the exit of foreign capital after property assets collapsed. these statistics do not reveal the full extent of the practice. exchange-traded funds. banks. auditors and shareholders with insights for the compliance of new legislation. This is reflected in the passage of the Sarbanes-Oxley Act of 2002. Over time. In the early 2000s. "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. worldwide.. as well as lesser corporate debacles. . markets have become largely institutionalized: buyers and sellers are largely institutions (e. Marc Lane's  book on best corporate governance practices. Lane provides companies and their directors.0% in annualised market cap growth over a three-year horizon.who often had a vested.2% in annualised sales growth and 7. The study also points out that predictive power of corporate governance in terms of shareholder value exceeds its perception by financial markets. the East Asian Financial Crisis saw the economies of Thailand. the hallmark of institutional trading. other investor groups. there has been a concurrent lapse in the oversight of large corporations.  (Moreover. Program trading. 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). which are now almost all owned by large institutions. and hence good corporate governance is a tool for socio-economic development." was first published in 1987. Indonesia.g. AOL. because of so-called 'iceberg' orders. 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. See Quantity and display instructions under last reference. the massive bankruptcies (and criminal malfeasance) of Enron and Worldcom. Global Crossing. However this growth occurred primarily by way of individuals turning over their funds to 'professionals' to manage. such as Adelphia Communications .  With the goal of promoting positive social change. In this way. rules and responsibilities in response to the avalanche of corporate accounting scandals. The lack of corporate governance mechanisms in these countries highlighted the weaknesses of the institutions in their economies. who usually had an emotional as well as monetary investment in the company (think Ford). 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. In a study  by Standard & Poor's Governance Services  analysts back-tested the correlations of S&P’s with corporate performance. South Korea. buyers and sellers of corporation stocks were individual investors. hedge funds.  He revisited his treatise on corporate governance in 2005. 3 Impact of Corporate Governance The positive effect of corporate governance on different stakeholders ultimately is a strengthened economy. A one-notch positive difference on S&P’s governance scoring scale corresponded. to an additional 5. led to increased shareholder and governmental interest in corporate governance. and other financial institutions).
" Since 1996. therefore. Not all are qualities unique to enterprises with retained family interests. A board of directors often plays a key role in corporate governance. the ownership of stocks in markets around the world varies. 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). for example. Nowadays. [BusinessWeek has found]. Finally. but rarely.g. The shareholder delegates decision rights to the manager to act in the principal's best interests. this superior performance amounts to 8% per year. is blood lines. . 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. appoint. 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. the board of directors.) has soared. there has been an opportunity for a reversal of the separation of ownership and control problems because ownership is not so diffuse. based on the idea that this strategy will largely eliminate individual company financial or other risk and. customers and the community at large. employees. Since the marked rise in the use of Internet transactions from the 1990s. 4 Parties to corporate governance Parties involved in corporate governance include the regulatory body (e.) are designed simply to invest in a very large number of different companies with sufficient liquidity. institutional investors support shareholder resolutions on such matters as executive pay and anti-takeover. Forget the celebrity CEO. a system of corporate governance controls is implemented to assist in aligning the incentives of managers with those of shareholders. shareholders and Auditors). This separation of ownership from control implies a loss of effective control by shareholders over managerial decisions. they will simply sell out their interest. and may be made up primarily of their friends and associates. such as officers of the corporation or business colleagues. or the largest investment management firm for corporations. Korean chaebol 'groups') . 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."  In that last study. "Revolt in the Boardroom. "Look beyond Six Sigma and the latest technology fad. aka. Other stakeholders who take part include suppliers. 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'. Occasionally." See also. "poison pill" measures." by Alan Murray.. management. Stock market index options . State Street Corp. Even as the purchase of individual shares in any one corporation by individual investors diminishes. exchange-traded funds (ETFs). Partly as a result of this separation between the two parties. whereas stock in the USA or the UK and Europe are much more broadly owned.Corporate governance or Chief Executive Officer— CEO). these investors have even less interest in a particular company's governance.g.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. develop directional policy. Since the (institutional) shareholders rarely object. creditors. One of the biggest strategic advantages a company can have. It is their responsibility to endorse the organization's strategy. the sale of derivatives (e. But. often still by large individual investors. "BW identified five key ingredients that contribute to superior performance. 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. So. The Board is now mostly chosen by the President/CEO. the Chief Executive Officer. etc. With the significant increase in equity holdings of investors. the interests of most investors are now increasingly rarely tied to the fortunes of individual corporations.
social and other forms of capital. All parties to corporate governance have an interest. while shareholders receive capital return. in the effective performance of the organization. and commitment to the organization. though. In return these individuals provide value in the form of natural. They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings. is a high ranking professional who is trained to uphold the highest standards of corporate governance. compliance and administration. There are issues about the appropriate mix of executive and non-executive directors. Because of this. 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 . trust and integrity. 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. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. • 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. factual information. many organizations establish Compliance and Ethics Programs to minimize the risk that the firm steps outside of ethical and legal boundaries. A key factor is an individual's decision to participate in an organization e. 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). effective operations. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear. especially concerning actual or apparent conflicts of interest. performance orientation.g. • Integrity and ethical behaviour: Ethical and responsible decision making is not only important for public relations.Corporate governance The Company Secretary. • Interests of other stakeholders: Organizations should recognize that they have legal and other obligations to all legitimate stakeholders. If some parties are receiving more than their fair return then participants may choose to not continue participating leading to organizational collapse. senior executives should conduct themselves honestly and ethically. human. and disclosure in financial reports. that reliance by a company on the integrity and ethics of individuals is bound to eventual failure. Customers receive goods and services. benefits and reputation. 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. whether direct or indirect. responsibility and accountability. but it is also a necessary element in risk management and avoiding lawsuits. It is important to understand. suppliers receive compensation for their goods or services. 5 Principles Key elements of good corporate governance principles include honesty. through providing financial capital and trust that they will receive a fair share of the organizational returns. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. mutual respect. In particular. workers and management receive salaries. Directors. • 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. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. openness.
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. Regular board meetings allow potential problems to be identified. Smale. 6 Mechanisms and controls Corporate governance mechanisms and controls are designed to reduce the inefficiencies that arise from moral hazard and adverse selection. management. For quite some time it was confined only to corporate management. Internal corporate governance controls Internal corporate governance controls monitor activities and then take corrective action to accomplish organisational goals. efficient and transparent administration and strive to meet certain well defined. the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment). Perpetuation for its own sake may be counterproductive. safeguards invested capital. the ability of the board to monitor the firm's executives is a function of its access to information. they may not always result in more effective corporate governance and may not increase performance. a former member of the General Motors board of directors. and compliance with laws and regulations. and a third group check that the interests of people (customers. operating efficiency. another group review and can veto the changes. • Remuneration: Performance-based remuneration is designed to relate some proportion of salary to individual performance. with its legal authority to hire. That responsibility cannot be relegated to management. remains an ambiguous and often misunderstood phrase. for it must include a fair. One group may propose company-wide administrative changes. Examples include: • Monitoring by the board of directors: The board of directors. quality and frequency of financial and managerial disclosure. fire and compensate top management. an independent third party (the external auditor) attests the accuracy of information provided by management to investors. and the commitment to run a transparent organization. and other personnel to provide reasonable assurance of the entity achieving its objectives related to reliable financial reporting. • Internal control procedures and internal auditors: Internal control procedures are policies implemented by an entity's board of directors. It is something much broader. written objectives. 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. shareholders. Corporate governance must go well beyond law. Whilst non-executive directors are thought to be more independent. For example. require that the President be a different person from the Treasurer. This application of separation of power is further developed in companies where separate divisions check and balance each other's actions. wrote: "The Board is responsible for the successful perpetuation of the corporation. ex ante. discussed and avoided. It may be in the form of cash or non-cash payments such as shares and share options. It could be argued. to monitor managers' behaviour. Moreover.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. 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." despite some feeble attempts from various quarters. therefore. The quantity. That is not so. employees) outside the three groups are being met. audit committee. An ideal control system should regulate both motivation and ability. . John G." However it should be noted that a corporation should cease to exist if that is in the best interests of its stakeholders. Different board structures are optimal for different firms.
One area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. Enron concealed huge losses by creating illusions that a third party was contractually obliged to pay the amount of any losses. Imperfections in the financial reporting process will cause imperfections in the effectiveness of corporate governance. This may result in a conflict of interest which places the integrity of financial reports in doubt due to client pressure to appease management. 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. This should. criteria for recognition. and even the definition of the accounting entity. the partner in charge of auditing. be corrected by the working of the external auditing process. and can elicit myopic behaviour. more fundamentally. Current accounting practice allows a degree of choice of method in determining the method of measurement. views inevitably led to the client prevailing. The Enron collapse is an example of misleading financial reporting. The directors of the company should be entitled to expect that management prepare the financial information in compliance with statutory and ethical obligations. 7 External corporate governance controls External corporate governance controls encompass the controls external stakeholders exercise over the organisation. • Monitoring costs: A barrier to shareholders using good information is the cost of processing it. 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.Corporate governance superannuation or other benefits. In discussions of accounting practices with Arthur Andersen. However. however. In the extreme. 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. The exercise of this choice to improve apparent performance (popularly known as creative accounting) imposes extra information costs on users. are reactive in the sense that they provide no mechanism for preventing mistakes or opportunistic behaviour. Such incentive schemes. it can involve non-disclosure of information. The traditional answer to this problem is the efficient market hypothesis (in finance. Similar provisions are in place under clause 49 of SEBI Act in India. to select and dismiss accounting firms contradicts the concept of an independent auditor. 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. ideally. which suggests that the small shareholder will free ride on the judgements of larger professional investors. and rely on auditors' competence. Accountants and auditors are the primary providers of information to capital market participants. • Supply of accounting information: Financial accounts form a crucial link in enabling providers of finance to monitor directors. the third party was an entity in which Enron had a substantial economic stake. the efficient market hypothesis (EMH) asserts that financial markets are efficient). especially to a small shareholder.
Nevertheless. It also pre-empts over zealous legislations that might not be practical. Overall. . enlightened boards regard compliance with regulations as merely a baseline for board performance. as well as smaller companies. At the same time. the enlightened board is aligned on the critically important issues facing the company. greater enforcement is not always better.this is harder to achieve if one is bound by a broader principle. Moreover. Unlike traditional boards. even if clear rules are followed. as opposed to a real. They are more likely to be supportive of the senior management team. rather than treat them as separate entities. In practice. Unlike standard boards that aim to comply with regulations. They both deter bad actors and level the competitive playing field. however. Principles on the other hand is a form of self regulation. 8 Regulation Rules versus principles Rules are typically thought to be simpler to follow than principles. 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. There are various integrated governance.Corporate governance However. enlightened directors recognize that it is not their role to be involved in the day-to-day operations of the corporation. or if the informed user is unable to exercise a monitoring role due to high costs (see Systemic problems of corporate governance above). They do not need Sarbanes-Oxley to mandate that they protect values and ethics or monitor CEO performance. enlightened boards do not feel hampered by the rules and regulations of the Sarbanes-Oxley Act. demarcating a clear line between acceptable and unacceptable behaviour. 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. risk. most of the time. risk and compliance solutions available to capture information in order to evaluate risk and to identify gaps in the organization’s principles and processes. one can still find a way to circumvent their underlying purpose . It allows the sector to determine what standards are acceptable or unacceptable. Enforcement Enforcement can affect the overall credibility of a regulatory system. Enlightened boards can be found in very large. complex companies. They may be ill-equipped to deal with new types of transactions not covered by the code. Enlightened directors go far beyond merely meeting the requirements on a checklist. good financial reporting is not a sufficient condition for the effectiveness of corporate governance if users don't process it. for taken too far it can dampen valuable risk-taking. this is largely a theoretical. 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. 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. In practice rules can be more complex than principles. They lead by example.
S. there is a considerable variation in corporate governance models around the world. These differ according to the variety of capitalism in which they are embedded. 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. Anglo-American Model There are many different models of corporate governance around the world. whereas the coordinated model of corporate governance facilitates incremental innovation and quality competition. The intricated shareholding structures of keiretsus in Japan. 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. The coordinated model that one finds in Continental Europe and Japan also recognizes the interests of workers. customers. normally. Corporate governance models around the world Although the US model of corporate governance is the most notorious. since after a filing. the main problem is the conflict of interest between widely-dispersed shareholders and powerful managers. there are important differences between the U. the heavy presence of banks in the equity of German firms . Perverse incentives have pervaded many corporate boards in the developed world. . and the community. usually known as the chief executive officer. This can lead to "self-dealing". individual shareholders are not offered a choice of board nominees among which to choose. directors have to cover more of their own legal bills and are frequently sued by bankruptcy trustees as well as investors. or other expensive projects. but needs to get board approval for certain major actions. In the United States. or corporate control.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. which has the power to choose an executive officer. acquiring another company. raising money. a corporation is governed by a board of directors. In Europe. the main problem is that the voting ownership is tightly-held by families through pyramidal ownership and dual shares (voting and nonvoting). The liberal model of corporate governance encourages radical innovation and cost competition. with board members beholden to the chief executive whose actions they are intended to oversee. Another proposal is for the government to allow poorly-managed businesses to go bankrupt. managers. members of the boards of directors are CEOs of other corporations. suppliers. recent approach to governance issues and what has happened in the UK. such as hiring his/her immediate subordinates. Each model has its own distinct competitive advantage. which some see as a conflict of interest. The board of directors is nominally selected by and responsible to the shareholders. In the United States. Other duties of the board may include policy setting. monitoring management's performance. where the controlling families favor subsidiaries for which they have higher cash flow rights. decision making. major capital expansions. The liberal model that is common in Anglo-American countries tends to give priority to the interests of shareholders. The CEO has broad power to manage the corporation on a daily basis. Frequently. However.
The GM Board Guidelines reflect the company’s efforts to improve its own governance capacity. companies quoted on the London and Toronto Stock Exchanges formally need not follow the recommendations of their respective national codes. by their stock exchange. . standards and frameworks relevant to the sustainability agenda.  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. For example. compliance with these governance recommendations is not mandated by law. One of the most influential guidelines has been the 1999 OECD Principles of Corporate Governance. standards. private sector associations and more than 20 national corporate governance codes. One issue that has been raised since the Disney decision in 2005 is the degree to which companies manage their governance responsibilities. While Delaware does not follow the Act. although the codes linked to stock exchange listing requirements may have a coercive effect. including former Delaware Supreme Court Chief Justice E. the guidelines issued by associations of directors (see Section 3 above). institutional investors. and frameworks . if they are public. do they merely try to supersede the legal threshold. corporations. or should they create governance guidelines that ascend to the level of best practice. and in 2004 created an Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes. however. a "snap-shot" of the landscape and a perspective from a think-tank/professional association on a few key codes. However. where not. In the United States. Most states' corporate law generally follow the American Bar Association's Model Business Corporation Act .This document aims to provide general information. Norman Veasey . This was revised in 2004. including more than half of the Fortune 500. The highest number of companies are incorporated in Delaware. other international organisations. they must disclose whether they follow the recommendations in those documents and. participate on ABA committees. 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 ). Such disclosure requirements exert a significant pressure on listed companies for compliance. companies are primarily regulated by the state in which they incorporate though they are also regulated by the federal government and. it still considers its provisions and several prominent Delaware justices. As a rule. For example. Such documents. corporate managers and individual companies tend to be wholly voluntary. may have a wider multiplying effect prompting other companies to adopt similar documents and standards of best practice. 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 other words. or associations (institutes) of directors and managers with the support of governments and international organizations.Corporate governance 10 Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges. Building on the work of the OECD. The OECD remains a proponent of corporate governance principles throughout the world. particularly on accountability and reporting . For example. they should provide explanations concerning divergent practices.
rings. and less interested in the welfare of their shareholders. and external and internal monitoring devices may be more effective for some than for others. They defined a well-governed company as one that had mostly out-side directors. to locate the ultimate owner of a particular group of firms. and was responsive to investors' requests for information on governance issues. ownership structures are identified by using some observable measures of ownership concentration (i. And ownership can be changed by the stakeholders of the company. McKinsey found that 80% of the respondents would pay a premium for well-governed companies. Others have found a negative relationship between the proportion of external directors and profitability. Not all firms experience the same levels of agency conflict. while other researchers found that the relationship between share ownership and firm performance was dependent on the level of ownership. undertook formal evaluation of its directors. and webs. Antunovich et al. who had no management ties. research into the relationship between specific corporate governance controls and some definitions of firm performance has been mixed and often weak. 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. Low average levels of pay-performance alignment do not necessarily imply that this form of governance control is inefficient. performance of the company. Egypt and Russia). It is a tool frequently employed by policy-makers and researchers in their analyses of corporate governance within a country or business group. rather than the short-term. Board composition Some researchers have found support for the relationship between frequency of meetings and profitability.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 following examples are illustrative. one measure of firm performance. Other studies have linked broad perceptions of the quality of companies to superior share price performance. On the other hand. In a recent paper Bhagat and Black found that companies with more independent boards are not more profitable than other companies. whenever possible. Some examples of ownership structures include pyramids. It is unlikely that board composition has a direct impact on profitability. The idea behind the concept of ownership structures is to be able to understand the way in which shareholders interact with firms and. 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 results suggest that increases in ownership above 20% cause management to become more entrenched. In a study of five year cumulative returns of Fortune Magazine's survey of 'most admired firms'. that point of view came under substantial criticism circa in the wake of various security . found that those "most admired" had an average return of 125%. 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. from 11% for Canadian companies to around 40% for companies where the regulatory backdrop was least certain (those in Morocco. The size of the premium varied by market. However. while others found no relationship between external board membership and profitability. 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.e. concentration ratios) and then making a sketch showing its visual representation. whilst the 'least admired' firms returned 80%. Some researchers have found that the largest CEO performance incentives came from ownership of the firm's shares. Generally. cross-share holdings.
Retrieved 2 June 2009.  Staff Writer (2009). corporate stock buybacks for U. com/ Representing-Corporate-Officers-Directors-Marc/ dp/ 0735550964/ ref=pd_rhf_p_img_1). Retrieved 1 June 2009.0. asp?  http:/ / www. 22 May 2006). Amazon. ).0.5.0. com/ sol3/ papers. A compendium of academic works on the option/buyback issue is included in the study Scandal  by author M.S. amazon.0. Even before the negative influence on public opinion caused by the 2006 backdating scandal.0. Northwestern Law. org/ isbn/ 0735550964). The Harry Walker Agency. London. html  http:/ / www. The Case for Increasing Shareholder Power (http:/ / papers.  Staff Editors (Jan 1987). 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. WorldCat. nhbar. A and Lowry. org/ b/ OL3308939M/ Representing-corporate-officers-and-directors). com/ cgi/ ClientLogin. php?submenu=About_Founder& src=gendocs& ref=AboutOurFounder& category=About  Staff Writer (2009).0. 2000-2009)" (http:/ / www2.13. A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed. "Representing corporate officers and directors" (http:/ / openlibrary. doctoral dissertation.13. htm . html  http:/ / www. com/ sol3/ papers. (Monday. allbusiness. com/ portal/ site/ sp/ en/ ap/ page. Harvard Law Review.com. M. 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/ 5478580-1.  Staff Writer (2005). northwestern. (2004). Ethics. (2007)..  Staff Editors (13 October 2004). ssrn. 1977-1997.. cfm?eventid=2761). net/ about_us/ crawford_dissertation. worldcat. . "Representing corporate officers and directors" (http:/ / www. Impassioned.5. com/ wp-dyn/ articles/ A39143-2004Jul9.. com/ index. "Representing Corporate Officers & Directors (Ring-bound)" (http:/ / www. Amazon. html).  Bebchuck LA.0. "Marc J. harrywalker. New York: Business Wire.6. org/ publications/ archives/ display-journal-issue. Retrieved 28 May 2009. law. cfm?Spea_ID=955).0. cfm?abstract_id=387940).0. Gumport  issued in 2006. Capella University. Curtis J.  http:/ / www2. .com/attorneys/60601-il-marc-lane-1132572. Retrieved 28 May 2009. Retrieved 1 June 2009.Corporate governance scandals including mutual fund timing episodes and.0. html). ssrn. . businessweek.0.  Crawford.0. com/ Representing-Corporate-Officers-Directors-Business/ dp/ 0471817880/ ref=sr_1_1?ie=UTF8& s=books& qid=1243963050& sr=1-1). Federal Reserve Board economist Weisbenner) determined options may be employed in concert with stock buybacks in a manner contrary to shareholder interests. "THE LAW OFFICES OF MARC J. com/ research/ en/  http:/ / www. . ed. asp?id=13  SSRN-Good Corporate Governance: An Instrument for Wealth Maximisation by Vrajlal Sapovadia (http:/ / papers. Standard & Poor's.com/attorneys/60601-il-marc-lane-1132572. "The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan. 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. Avvo. com/ portal/ site/ sp/ en/ ap/ page. Avvo.S.html. com/ magazine/ content/ 03_45/ b3857002.0. programtrading. in part. Retrieved 1 June 2010. "Harry Walker Agency Adds Marc J. standardandpoors. com/ speaker/ Marc-Lane. . Lane" (http:/ / www.0.0. Inc.0. cfm?abstract_id=955289)  http:/ / marcjlane. edu/ news/ article_full.com. The Reform of Corporate Governance: Major Trends in the U. Subjectivity and Truth: Essential Works of Foucault 1954 – 1984 Volume One P.0. in particular. Retrieved 28 May 2009. amazon. credit-suisse.  The Harry Walker Agency. Oxford University Press ISBN 978-0-19-928936-3  Foucault. .html "Marc Jay Lane" (http:/ / www. . J (2006) Company Law. Retrieved 2 June 2005. xceo. 2000.0. washingtonpost. Inc. Numerous authorities (including U. Michael (19 July 2006). product/ equityresearch_gamma/ 2. LANE AND ITS FINANCIAL-SERVICES AFFILIATES JOIN UNITED NATIONS' GLOBAL COMPACT" (http:/ / www. standardandpoors. Avvo.  Staff Writer (2005). (http:/ / www.. use of options faced various criticisms." (http:/ / www. New York. Lane to Its Roster of Renowned Business Speakers.  Penn.0.1. .1.S. product/ equityresearch_gamma/ 2. Retrieved 12 May 2009. Rabinow. A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs..0. Penguin. 12 References  For a good overview of the different theoretical perspectives on corporate governance see Chapter 15 of Dignam.  Oleg Shvyrkov & Elena Pastoukhova (2010). php)  http:/ / www.0. These authors argued that. "Representing Corporate Officers and Directors (Business Practice Library) (Hardcover)" (http:/ / www. Corporate Boardroom.0.1.
updated August 2004). moneyglossary. Brussels. 2010). John (January 12. Free Press. Hitting the Boards (http:/ / online. Valentina and Antoine Faure-Grimaud. Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions. Zimmerman. ISBN 0-415-32910-8 .Corporate governance  http:/ / invest-faq. org/ Plugins/ DocSearch/ details. org/ files/ downloads/ Corporate_Governance_Reforms_in_Continental_Europe. "Corporate Governance in the U. Stijn. asianresearch. html  Harvard Business Review. Michael. pdf)  http:/ / www.  Bhagat & Black.21. (2009).ac. pdf)  Gillespie. com/ abstract=927111  http:/ / ssrn.ecgi. net)  http:/ / courts. xceo. net/ admin/ files/ events/ Crawford. org/ articles/ 1397. bwl. com/ enormanveasey/  The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility.1. ECGI . com/ docs/ publication/ 795. Directors_Monthly. ISBN 0-415-32308-8 • Clarke. pdf)  "International Standards of Accounting and Reporting. Gee and Co Ltd. 31Number 12 (2007). Petit.com/abstract=343461) • Brickley. Marco. org/ en/ docs/ c2isard31_en. Thomas (ed. Instituut voor Bestuurders. (2000) The Separation of Ownership and Control in East Asian Corporations. "Corporate Governance and Control" (October 2002. wsj. Refining the Notion of Responsibility in Enterprise Engineering to Support Corporate Governance of IT . Volpin P. Available online from (http://www. pdf  http:/ / www. com/ articles/ deriv-option-basics. ISBN 1-57851-237-9. unctad. Sir Adrian. Dec07_final. unctad.org/codes) • Cadbury. Proceedings of the 13th IFAC Symposium on Information Control Problems in Manufacturing (INCOM'09). tkyd.lse. Journal of Economic Perspectives 21 (1): 117–140. Djankov. "The Code of Best Practice"..Finance Working Paper No.  http:/ / www. 2010). François. Simeon & Lang.) (2004) "Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance. • Claessens.) (2004) "Critical Perspectives on Business and Management: 5 Volume Series on Corporate Governance . Report of the Committee on the Financial Aspects of Corporate Governance.2/ISAR/31 (http:/ / www. Corporate Governance Disclosure" (http:/ / www. “Enlightened Boards: Action Beyond Obligation”. Harvard Business School Press.1257/jep. Pg 13.Genesis. Vernadat. Russia • Cadbury. asp?DocTypeId=25& ObjectId=MTIwNjg  http:/ / ssrn. Anglo-American.P. HBR (2000). European. abanet. Managerial Economics & Organizational Architecture. html  http:/ / www. org/ includes/ getTarget. Larry H. pdf  Enriques L. (2007). Asian and Contemporary Corporate Governance" London and New York: Routledge. gov/ chancery  http:/ / www. 58: 81-112 • Clarke. doi:10. Vol. com/ article/ SB10001424052748704130904574644153816967962. Sridhar. de/ vwl/ forsch/ veroeff/ papers/ ddpie_179. . Aug 2005 (http:/ / www. (http://fmg. "Corporate governance reforms in Continental Europe" (http:/ / www. "The Uncertain Relationship Between Board Composition and Firm Performance". 02/2002. ISBN 978-1416559931. Thomas (ed. pdf). tu-darmstadt. asp?intItemID=2920& lang=1). 54 Business Lawyer)  Generally Accepted Accounting Principles (GAAP)  National Association of Corporate Directors (NACD) – Directors Monthly. UNCTAD.net (http:/ / theyrule. weil. "Corporate Governance: Brussels". pdf  TD/B/COM. html). . Ailsa Röell. William S. ISBN • Feltus." London and New York: Routledge. Christophe. (http://ssrn. wbcsd.  James Freeman (January 12. org/ buslaw/ library/ onlinepublications/ mbca2002. org/ en/ docs/ iteteb20063_en. org/ Templates/ Page.  http:/ / www. Retrieved 2008-11-09. Retrieved 2009-08-13. 1996. com/ author=665434 13 Further reading • Arcot. unctad. Kuckreja. Akin Gump. Wall Street Journal. Journal of Financial Economics. Sir Adrian. Patrick Bolton. asp?type=p& id=MTE0OA& doOpen=1& ClickMenu=LeftMenu  http:/ / www. Bruno.php?pubid=1&wsid=1&wpdid=1308) • Becht.117.: is the comply-or-explain working?" (December 2005). delaware. (http:/ / www. wbcsd. Harvard Business Review "On Corporate Governance". James A. FMG CG Working Paper 001. 1992.K. Klug and Jerold L.  Theyrule. Moscow.uk/ publications/searchdetail. akingump. com/ ?w=Cross-holdings  http:/ / www.
The Journal of Finance.org/ Template.nyssa.. J. What is Corporate Governance ? (McGraw-Hill. Thomas (2007) "International Corporate Governance " London and New York: Routledge.cfm&TPLID=3& ContentID=499) • OECD (1999.G. Johal. Istanbul Bilgi University. The Economic Structure of Corporate Law. Allison. J. Nell. CA: SAGE.. 14 . • Sapovadia. Glyn A (2006).com/dp/B0013L4DZI) • New York Society of Securities Analysts. Shleifer (1999). (http://www. 2004) Principles of Corporate Governance Paris: OECD) • Özekmekçi.tu-darmstadt. Frank H. J.) (2006) "Corporate Governance and Globalization (3 Volume Series)" London and Thousand Oaks. Calif: XCEO. Froud.com/abstract=712461 • Shleifer.de/vwl/forsch/veroeff/papers/ ddpie_179.pdf) • Murray. C. Compliance & conviction: the evolution of enlightened corporate governance. Logan. A Survey of Enterprise Reforms in China: The Way Forward. F.com/ IT_and_Information_Security_after_Sarbanes_Oxley. Corporate Ownership around the World.compliance-llc.W.) (2008) "Fundamentals of Corporate Governance (4 Volume Series)" London and Thousand Oaks. and R. and Minow..cfm?Section=corp_gov_com&Template=/TaggedPage/TaggedPageDisplay. Julie. • Holton. and T. George IT and Information Security after Sarbanes-Oxley (http://www. J.contingencyanalysis. Naughton (2007). and A. Thomas & Chanlat. ISBN 978-1-4129-3589-0 • Colley. (2007). Robert A. full text available online (http://www. A Survey of Corporate Governance. International Corporate Governance. & Pol’y). and J. Abdullah. Vrajlal K. W. A Network Analysis of Financial Linkages (http://www. Santa Clara. • Lekatis. Int’l L. Alan Revolt in the Boardroom (HarperBusiness 2007) (ISBN 0-06-088247-6) Remainder (http://www.Corporate governance • Clarke. M. Power and Ownership Structures among German Companies. and Daniel R. Nell." 32 Denv. Journal of Financial and Quantitative Analysis. "Themes and Variations: The Convergence of Corporate Governance Practices in Major World Markets. Thomas & dela Rama.com/power/contents. and frameworks (http://www.pdf) • Monks. Financial Analysits Journal. R. amazon. Patrick (2007).K. "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India" (January 2007). • Garrett.) (2009) "European Corporate Governance " London and New York: Routledge. Doyle. 38 (1): 1-36.vwl. 31 (2): 138-156. Jean-Francois (eds. 2003. D. 54 (2): 471-517.J. Available at SSRN: http://ssrn. Investor Suffrage Movement (http://www.com/home/papers/ suffrage. ISBN 978-1-4129-2899-1 • Clarke. 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. Karel (2004) Corporate Governance and Disappointment Review of International Political Economy. Jochen and Tydecks..O (1992). Stettinius. December 2004) ISBN • Crawford. • Hovey.thecorporatelibrary. Vishny (1997). CA: SAGE.G. Corporate Governance Handbook. Mert (2004) "The Correlation between Corporate Governance and Public Relations".. H. Thomas & dela Rama. • La Porta. Marie (eds. ISBN 0-976-90190-9 9780976901914 • Denis. • Skau. standards. 15–20. Marie (eds. 52 (2): 737-783. Lopez-De-Silanes. ISBN 0-415-32309-6 • Clarke. A. Journal of Finance. Economic Systems. McConnell (2003). and Minow. ISBN 9780415405331 • Clarke. Power and Accountability (HarperBusiness 1991). Sukhdev and Williams. Robert A. Ismail. Fischel. ISBN • Erturk. 62 (6). Corporate Governance (Blackwell 2004) ISBN • Monks. G.pdf).html) • Moebert.. 11 (4): 677-713. • Easterbrook.
0.ca).gcgf.0. William (2009).0.law.com/ portal/site/sp/en/ap/page.yale. ISBN 978-1-84519-272-3 • Sun. 15 External links • Standard & Poor's Governance Services (GAMMA Governance Scores) (http://www2. conflictandcreativityatwork.Corporate governance wbcsd.lerner.anu.au/)]] • Chartered Institute of Personnel and Development (CIPD) resources on corporate governance (http://www.1.harvard.org)]] • United States Proxy Exchange (http://proxyexchange. Sussex Academic Press.law. 2008.edu/programs/ olin_center/corporate_governance/) • Institute of Directors (http://www. ISBN 9780773438637.edu/program/centers/rcfcg/)]] • Corporations. Governance & Society Research Group at The [[Australian National University (http://corpgov.html) • Arthur and Toni Rembe Rock Center for Corporate Governance at [[Stanford University (http://www.standardandpoors. " Conflict and Creativity at Work: Human Roots of Corporate Life (http://www.edu. Australia • Weinberg Center for Corporate Governance [[University of Delaware (http://www.edu. co.som.pl/) at Kozminski University.ecgi.5. Albert.ccg. How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence. New York: Edwin Mellen.com/corporategovernance) • The Millstein Center for Corporate Governance and Performance at the [[Yale School of Management (http:// millstein.0. stanford.worldbank.uts.edu/centers/ ccg)]] • World Bank Corporate Governance Reports (http://rru.edu/)]] • Kozminski Center for Corporate Governance (http://www.0.org/) • UTS Centre for Corporate Governance (http://www.1. Poland • The Samuel and Ronnie Heyman Center on Corporate Governance [[Benjamin N. fec.org/) • The Harvard Law School Program on Corporate Governance (http://www.0.uk/subjects/corpstrtgy/corpgov/) • European Corporate Governance Institute (ECGI) (http://www.org/GovernanceReports/) ] .au) at the University of Technology Sydney.0.asp?DocTypeId=25&ObjectId=MTIwNjg) • Low.iod.corpgov.0.cipd.0.edu.org/Plugins/DocSearch/details.0.product/equityresearch_gamma/2.udel.0. Cardozo School of Law (http:/ /www.heyman-center.13.org) • Global Corporate Governance Forum (http://www.
Klausness.com. Dekisugi. Kevinkor2. Yurik. SimonP. Leetnoob. Alexlinsker@gmail. Adam.wikipedia. Tisane. Postdlf. HG. Normxxx. BD2412. Zrinski hr. Neilc. FinanceQ. Mdahpiercey. Michael Snow. Mark ok7. Pb30. Arsalan Khan Pathan. Edward. Examtester. Sapovadia. Dkc1971. DavidHOzAu. Ssilvers. Theo10011. Jpopovac. Sherifhany.0 Unported http:/ / creativecommons. CBowers. Kuru. Tophat1712. Belovedfreak. Jfire. Greekcats. Thementor. Woohookitty. Legis. Olivier. Suidafrikaan. Kmccoy. Dominic Sayers. Hunter. 0/ . Lumos3. Landroni. Corp Vision. Rjwilmsi. Bryan Derksen. Biruitorul. Prari. Thatguyflint. Seanachas. Kmklim. Finance C. Cannaya. MrOllie. Neale Monks. Stemcat. DavidTurner100. Gregoryloyse. Ondra2. El C. RainbowOfLight. Karavan-LP. Muppet317. Sox617. Wknight94. Lilyhover. Cwaesche. Martg76. Do DueDiligence. Neutrality. Gregbard. Xp001xp. Xp001ping. Wikidea. Yeu Ninje. Leolaursen. J. Bangdrum. Mchap. Gaslan2. Enzo Aquarius. Dboselli. Ask123. Squash Racket. Jeffpc2. Farcaster. YellowMonkey. Hmains.org/w/index. John. Psdanalyst. Jyoshimura. John Quiggin. Axlq. LaserBeam. Gavin Moodie. Hello32020. Max Tulip. Damieng. Allisoga.. Rrburke. Aesopos. Dabomb87. Thseamon. EECavazos. Mdd. Charles Matthews. Sciurinæ. Loren36. 946 . GreenReaper. Kza. Martin Kozák. Benfremer. Gilliam. Nminow. Kurieeto. Buchanan-Hermit. Pstessel. Xactandy. Hogayoga. Khalid hassani. Crazytales. EFocus. Altenmann. Nagelfar. Roopchand pokhriyal.delanoy. ArielGold. Singhalawap. Ericbonetti. Stuartwilks. Mole31. Ommm. Alfredxz. Nyresearcher. J Crow. Giler. Fifo. SDC.ينام . McGeddon.php?oldid=417830254 Contributors: Aaronhill. JoanneB. Rodrigoleite. Hu12. Dcarpenter. Corpgov. Cyalxndr. Mini123. NadiaLala. LunaTech. Stifle. Bmi232.W. Farmanesh. Bmicomp. Luk. Ohnoitsjamie. Wackywace. JonHarder. DocendoDiscimus. Apoc2400. ThePedanticPrick. Bfigura's puppy. EmmelineK. Maurreen. org/ licenses/ by-sa/ 3. WereSpielChequers. GLeachim. Mydogategodshat. Rkitko. Cmdrjameson. Drilnoth. Sox First. Bobo192. AbsolutDan. BenTremblay. FaerieInGrey. Gobbleswoggler. IrishHR. Redgolpe. Adrian J. SueHay. AntiVan. Coemgenus. JDMBAHopeful. RyanCross. Alexihlo. Beagel. Jhegland. NuclearWinner. Personalbest. Sagax. Musical Linguist. Wile E. Roryridleyduff. Blu Aardvark. Bar mangan. Sole Soul. MER-C. Spegali. David fac51. JohRth. Snowmanradio.Article Sources and Contributors 16 Article Sources and Contributors Corporate governance Source: http://en. Domaley. ICGN. Sagink. Pirc ltd. T g7. Kalivd. Arthena. DeadEyeArrow. Beetstra. Gaius Cornelius. Fusionmix.Z-man.בוט-רה יראבanonymous edits License Creative Commons Attribution-Share Alike 3. McSly. Heresiarch. RJN. Essjay519. Gamble456. CalSGWorker. Forich. Fruits.C. Grafen. Chemingway. Adanielch. ChrisRBennett.J. Ssweeting. Lisalima. Dwilliams0428. Phgao. Vuong Ngan Ha. Financeeditor. Flawiki. Drakonian Imperium. Niniey. Rich Farmbrough. Steverapaport. Dcarafel. MaxHund. Bmcdaniel. Michael Hardy. Qxz. Jem147. The Heyman.u. Mr. MBisanz. RoyBoy. ImperfectlyInformed. SiobhanHansa. D6. Noufal cp. Dachannien. The Anome. Gaslan. Choosey. Businessrep. IvanLanin. Abdullah Mert. Sesu Prime. Rvelamuri. Vandalismterminator.
This action might not be possible to undo. Are you sure you want to continue?