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Not to be confused with a corporate state, a corporative government rather than the government of a corporation Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, the board of directors, executives, employees, customers, creditors, suppliers, and the community at large. Corporate governance is a multi-faceted subject. An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal-agent problem. A related but separate thread of discussions focuses on the impact of a corporate governance system in economic efficiency, with a strong emphasis on shareholders' welfare. There are yet other aspects to the corporate governance subject, such as the stakeholder view and the corporate governance models around the world (see section 9 below). There has been renewed interest in the corporate governance practices of modern corporations since 2001, particularly due to the high-profile collapses of a number of large U.S. firms such as Enron Corporation and MCI Inc. (formerly WorldCom). In 2002, the U.S. federal government passed the Sarbanes-Oxley Act, intending to restore public confidence in corporate governance.
It is common to suggest that corporate governance lacks definition. As a subject, corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. Many of the "definitions" of corporate governance are merely descriptions of practices or preferred orientations. For example, many authors describe corporate governance in terms of a system of structuring, operating and controlling a company with a view to achieve long term strategic goals to satisfy shareholders, creditors, employees, customers and suppliers, and complying with the legal and regulatory requirements, apart from meeting environmental and local community needs. However, there is substantial interest in how external systems and institutions, including markets, influence corporate governance. Report of SEBI committee (India) on Corporate Governance defines corporate governance as the acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the shareholders. It is about commitment to values, about ethical business conduct and about making a distinction between personal & corporate funds in the management of a company.” The definition is drawn from the Gandhian principle of trusteeship and the Directive Principles of the Indian Constitution. Corporate Governance is viewed as business ethics and a moral duty. See also Corporate Social Entrepreneurship regarding employees who are driven by their sense of integrity (moral conscience) and duty to society. This notion stems from traditional philosophical ideas of virtue (or self governance)  and represents a "bottom-up" approach to corporate governance (agency) which supports the more obvious "top-down" (systems and processes, i.e. structural) perspective.
Academy of Management Review). the issue of corporate governance in the U.g. Over the past three decades. have historically been rejected by the board of directors. Kodak. therefore. US expansion after World War II through the emergence of multinational corporations saw the establishment of the managerial class. Berle and Means' monograph "The Modern Corporation and Private Property" (1932.S. broad efforts to reform corporate governance have been driven. Eugene Fama and Michael Jensen's "The Separation of Ownership and Control" (1983. less authoritatively. Jr. and because the US's wealth has been increasingly securitized into various corporate entities and institutions. 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. corporate governance has been the subject of significant debate in the U. From the Chicago school of economics. and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law.Corporate governance 2 Legal environment In the United States. received considerable press attention due to the wave of CEO dismissals (e.United States In the 19th century. by the needs and desires of shareowners to exercise their rights of corporate ownership and to increase the value of their shares and. shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws. in part. Macmillan) continues to have a profound influence on the conception of corporate governance in scholarly debates today. Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior). Honeywell) by their boards. Alfred D. In the 20th century in the immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle. not infrequently back dated). Accordingly. 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 analogous corporate constitutional documents (the memorandum and articles of association) can be modified by a supermajority (75%) of shareholders. and around the globe. 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.S. to make corporate governance more efficient. was the domicile for the majority of publicly-traded corporations. The California Public Employees' Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before). and Gardiner C. corporate directors’ duties have expanded greatly beyond their traditional legal responsibility of duty of loyalty to the corporation and its shareowners. state corporation laws enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights. Shareholders can initiate 'precatory proposals' on various initiatives.. by the unrestrained issuance of stock options. Precatory proposals which have received majority support from shareholders. corporations are governed under common law. Fifty years later. (business history). the following Harvard Business School management professors published influential monographs studying their prominence: Myles Mace (entrepreneurship). as of 2004. however. 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." Since the late 1970’s. Bold. Edwin Dodd. the rights of individual owners and shareholders have become increasingly derivative and dissipated. Chandler. In the UK. In the United States. In the first half of the 1990s. Agency theory's dominance was highlighted in a 1989 article by Kathleen Eisenhardt ("Agency theory: an assessement and review". and Delaware law since Delaware.: IBM. Means pondered on the changing role of the modern corporation in society. even for several consecutive years. Since that time. . but the results are nonbinding.g. Individual rules for corporations are based upon the corporate charter and. the corporate bylaws. wealth. the Model Business Corporation Act. History .
) Unfortunately. 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. South Korea.  The new version is updated annually with the most recent supplement for the year 2010. and the Board diligently kept an eye on the company and its principal executives (they usually hired and fired the President." was first published in 1987. However this growth occurred primarily by way of individuals turning over their funds to 'professionals' to manage. such as in mutual funds. the East Asian Financial Crisis saw the economies of Thailand. brokers. other investor groups.. In a study  by Standard & Poor's Governance Services  analysts back-tested the correlations of S&P’s with corporate performance. because of so-called 'iceberg' orders. Global Crossing. the massive bankruptcies (and criminal malfeasance) of Enron and Worldcom. A one-notch positive difference on S&P’s governance scoring scale corresponded. banks. 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. . personal and emotional interest in the corporations whose shares they owned. Indonesia.g. there has been a concurrent lapse in the oversight of large corporations. Marc Lane's  book on best corporate governance practices. buyers and sellers of corporation stocks were individual investors. 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).  He revisited his treatise on corporate governance in 2005. these statistics do not reveal the full extent of the practice. 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. which are now almost all owned by large institutions. auditors and shareholders with insights for the compliance of new legislation.Corporate governance In 1997. The study also points out that predictive power of corporate governance in terms of shareholder value exceeds its perception by financial markets. pension funds. and other financial institutions). mutual funds. to an additional 5. Lane provides companies and their directors. officers. Arthur Andersen. of which there are many). Program trading. The Board of Directors of large corporations used to be chosen by the principal shareholders. as well as lesser corporate debacles. Tyco. This is reflected in the passage of the Sarbanes-Oxley Act of 2002.0% in annualised market cap growth over a three-year horizon. In the early 2000s.who often had a vested. The lack of corporate governance mechanisms in these countries highlighted the weaknesses of the institutions in their economies. rules and responsibilities in response to the avalanche of corporate accounting scandals. corporate governance positively affects some key performance indicators. the hallmark of institutional trading. led to increased shareholder and governmental interest in corporate governance. 3 Impact of Corporate Governance The positive effect of corporate governance on different stakeholders ultimately is a strengthened economy. Malaysia and The Philippines severely affected by the exit of foreign capital after property assets collapsed. Role of institutional investors Many years ago.  On the microlevel. averaged over 80% of NYSE trades in some months of 2007. and hence good corporate governance is a tool for socio-economic development. such as wealthy businessmen or families. AOL. markets have become largely institutionalized: buyers and sellers are largely institutions (e. See Quantity and display instructions under last reference. In this way.2% in annualised sales growth and 7.  (Moreover.  With the goal of promoting positive social change. insurance companies. hedge funds. "Representing Corporate Officers and Directors. who usually had an emotional as well as monetary investment in the company (think Ford). such as Adelphia Communications . worldwide. on average. exchange-traded funds. Over time.
Korean chaebol 'groups') . exchange-traded funds (ETFs). shareholders and Auditors). . the board of directors.Corporate governance or Chief Executive Officer— CEO). a system of corporate governance controls is implemented to assist in aligning the incentives of managers with those of shareholders. 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.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. they will simply sell out their interest.) has soared. 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  among Japanese keiretsu corporations and within S.g. Since the marked rise in the use of Internet transactions from the 1990s. customers and the community at large." See also. But. therefore.) are designed simply to invest in a very large number of different companies with sufficient liquidity. Nowadays. 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. "poison pill" measures. "BW identified five key ingredients that contribute to superior performance. the largest pools of invested money (such as the mutual fund 'Vanguard 500'. institutional investors support shareholder resolutions on such matters as executive pay and anti-takeover. A board of directors often plays a key role in corporate governance. employees. Not all are qualities unique to enterprises with retained family interests. these investors have even less interest in a particular company's governance. appoint. the sale of derivatives (e. Other stakeholders who take part include suppliers. Stock market index options . but rarely. supervise and remunerate senior executives and to ensure accountability of the organization to its owners and authorities." Since 1996. 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. Finally.g. [BusinessWeek has found]. develop directional policy. The Board is now mostly chosen by the President/CEO. So. is blood lines." by Alan Murray. Even as the purchase of individual shares in any one corporation by individual investors diminishes. State Street Corp. "Look beyond Six Sigma and the latest technology fad. Partly as a result of this separation between the two parties.. Occasionally. With the significant increase in equity holdings of investors. for example. creditors. 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). such as officers of the corporation or business colleagues. the interests of most investors are now increasingly rarely tied to the fortunes of individual corporations."  In that last study. This separation of ownership from control implies a loss of effective control by shareholders over managerial decisions. aka. Since the (institutional) shareholders rarely object. the Chief Executive Officer. It is their responsibility to endorse the organization's strategy. often still by large individual investors. or the largest investment management firm for corporations. "Revolt in the Boardroom. whereas stock in the USA or the UK and Europe are much more broadly owned. 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. The shareholder delegates decision rights to the manager to act in the principal's best interests. this superior performance amounts to 8% per year. management. the ownership of stocks in markets around the world varies. etc. Forget the celebrity CEO. and may be made up primarily of their friends and associates. One of the biggest strategic advantages a company can have.
Customers receive goods and services. It is important to understand. suppliers receive compensation for their goods or services. especially concerning actual or apparent conflicts of interest. In return these individuals provide value in the form of natural. mutual respect. 5 Principles Key elements of good corporate governance principles include honesty. effective operations. 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). senior executives should conduct themselves honestly and ethically. • 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. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. 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. factual information. • 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. whether direct or indirect. through providing financial capital and trust that they will receive a fair share of the organizational returns. social and other forms of capital. workers and management receive salaries.Corporate governance The Company Secretary. many organizations establish Compliance and Ethics Programs to minimize the risk that the firm steps outside of ethical and legal boundaries. Because of this. responsibility and accountability. and commitment to the organization. while shareholders receive capital return. compliance and administration. • Integrity and ethical behaviour: Ethical and responsible decision making is not only important for public relations. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear. All parties to corporate governance have an interest. that reliance by a company on the integrity and ethics of individuals is bound to eventual failure. is a high ranking professional who is trained to uphold the highest standards of corporate governance. trust and integrity. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. in the effective performance of the organization. benefits and reputation. There are issues about the appropriate mix of executive and non-executive directors. 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. A key factor is an individual's decision to participate in an organization e. but it is also a necessary element in risk management and avoiding lawsuits. openness. They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings. In particular. If some parties are receiving more than their fair return then participants may choose to not continue participating leading to organizational collapse. 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 . and disclosure in financial reports. • Interests of other stakeholders: Organizations should recognize that they have legal and other obligations to all legitimate stakeholders. human. Directors.g. though. performance orientation.
shareholders. they may not always result in more effective corporate governance and may not increase performance. the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment). therefore. An ideal control system should regulate both motivation and ability. wrote: "The Board is responsible for the successful perpetuation of the corporation. the ability of the board to monitor the firm's executives is a function of its access to information. John G. Examples include: • Monitoring by the board of directors: The board of directors. It is something much broader. and the commitment to run a transparent organization." However it should be noted that a corporation should cease to exist if that is in the best interests of its stakeholders. with its legal authority to hire. employees) outside the three groups are being met. Different board structures are optimal for different firms. safeguards invested capital. discussed and avoided. remains an ambiguous and often misunderstood phrase. • Remuneration: Performance-based remuneration is designed to relate some proportion of salary to individual performance. Regular board meetings allow potential problems to be identified. a former member of the General Motors board of directors. Smale. That responsibility cannot be relegated to management. operating efficiency. and other personnel to provide reasonable assurance of the entity achieving its objectives related to reliable financial reporting. That is not so. written objectives. It may be in the form of cash or non-cash payments such as shares and share options. that executive directors look beyond the financial criteria. another group review and can veto the changes. It could be argued. ex ante. an independent third party (the external auditor) attests the accuracy of information provided by management to investors. and compliance with laws and regulations." despite some feeble attempts from various quarters. • Internal control procedures and internal auditors: Internal control procedures are policies implemented by an entity's board of directors. audit committee. Corporate governance must go well beyond law. . Perpetuation for its own sake may be counterproductive. Internal corporate governance controls Internal corporate governance controls monitor activities and then take corrective action to accomplish organisational goals. For example. The quantity. 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. Moreover. 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. efficient and transparent administration and strive to meet certain well defined. require that the President be a different person from the Treasurer. and a third group check that the interests of people (customers. fire and compensate top management. to monitor managers' behaviour. 6 Mechanisms and controls Corporate governance mechanisms and controls are designed to reduce the inefficiencies that arise from moral hazard and adverse selection. One group may propose company-wide administrative changes. For quite some time it was confined only to corporate management. management. Whilst non-executive directors are thought to be more independent. quality and frequency of financial and managerial disclosure.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. This application of separation of power is further developed in companies where separate divisions check and balance each other's actions.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. for it must include a fair.
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. This may result in a conflict of interest which places the integrity of financial reports in doubt due to client pressure to appease management. more fundamentally. • Monitoring costs: A barrier to shareholders using good information is the cost of processing it. The traditional answer to this problem is the efficient market hypothesis (in finance. Current accounting practice allows a degree of choice of method in determining the method of measurement. 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. Such incentive schemes. ideally. • Supply of accounting information: Financial accounts form a crucial link in enabling providers of finance to monitor directors. and even the definition of the accounting entity. Similar provisions are in place under clause 49 of SEBI Act in India. In discussions of accounting practices with Arthur Andersen. to select and dismiss accounting firms contradicts the concept of an independent auditor. the partner in charge of auditing. however. One area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. which suggests that the small shareholder will free ride on the judgements of larger professional investors. This should. The power of the corporate client to initiate and terminate management consulting services and. criteria for recognition. The exercise of this choice to improve apparent performance (popularly known as creative accounting) imposes extra information costs on users. and can elicit myopic behaviour. 7 External corporate governance controls External corporate governance controls encompass the controls external stakeholders exercise over the organisation. the efficient market hypothesis (EMH) asserts that financial markets are efficient). 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. However. the third party was an entity in which Enron had a substantial economic stake. and rely on auditors' competence. especially to a small shareholder. are reactive in the sense that they provide no mechanism for preventing mistakes or opportunistic behaviour. The directors of the company should be entitled to expect that management prepare the financial information in compliance with statutory and ethical obligations. Role of the accountant Financial reporting is a crucial element necessary for the corporate governance system to function effectively. In the extreme. be corrected by the working of the external auditing process. Accountants and auditors are the primary providers of information to capital market participants. The Enron collapse is an example of misleading financial reporting. views inevitably led to the client prevailing. Enron concealed huge losses by creating illusions that a third party was contractually obliged to pay the amount of any losses.Corporate governance superannuation or other benefits. it can involve non-disclosure of information. Imperfections in the financial reporting process will cause imperfections in the effectiveness of corporate governance. .
however. enlightened directors recognize that it is not their role to be involved in the day-to-day operations of the corporation.this is harder to achieve if one is bound by a broader principle. most of the time. In practice rules can be more complex than principles. demarcating a clear line between acceptable and unacceptable behaviour. complex companies. They lead by example. this is largely a theoretical.Corporate governance However. one can still find a way to circumvent their underlying purpose . Rules also reduce discretion on the part of individual managers or auditors. In practice. enlightened boards do not feel hampered by the rules and regulations of the Sarbanes-Oxley Act. risk. Principles on the other hand is a form of self regulation. It also pre-empts over zealous legislations that might not be practical. 8 Regulation Rules versus principles Rules are typically thought to be simpler to follow than principles. They do not need Sarbanes-Oxley to mandate that they protect values and ethics or monitor CEO performance. Moreover. . greater enforcement is not always better. At the same time. Enlightened directors go far beyond merely meeting the requirements on a checklist. the enlightened board is aligned on the critically important issues facing the company. risk and compliance solutions available to capture information in order to evaluate risk and to identify gaps in the organization’s principles and processes. even if clear rules are followed. They both deter bad actors and level the competitive playing field. They may be ill-equipped to deal with new types of transactions not covered by the code. They are more likely to be supportive of the senior management team. 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. as opposed to a real. Enforcement Enforcement can affect the overall credibility of a regulatory system. It allows the sector to determine what standards are acceptable or unacceptable. There are various integrated governance. 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. Overall. Action Beyond Obligation Enlightened boards regard their mission as helping management lead the company. Enlightened boards can be found in very large. as well as smaller companies. 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. Unlike standard boards that aim to comply with regulations. enlightened boards regard compliance with regulations as merely a baseline for board performance. Nevertheless. 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. Unlike traditional boards. or if the informed user is unable to exercise a monitoring role due to high costs (see Systemic problems of corporate governance above). rather than treat them as separate entities.
and the community. there is a considerable variation in corporate governance models around the world. but are merely asked to rubberstamp the nominees of the sitting board. The board of directors is nominally selected by and responsible to the shareholders. In Europe. which has the power to choose an executive officer. usually known as the chief executive officer. 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. This can lead to "self-dealing". In the United States. The CEO has broad power to manage the corporation on a daily basis. The liberal model that is common in Anglo-American countries tends to give priority to the interests of shareholders. The liberal model of corporate governance encourages radical innovation and cost competition. monitoring management's performance. decision making. normally. The intricated shareholding structures of keiretsus in Japan. directors have to cover more of their own legal bills and are frequently sued by bankruptcy trustees as well as investors. members of the boards of directors are CEOs of other corporations. individual shareholders are not offered a choice of board nominees among which to choose. where the controlling families favor subsidiaries for which they have higher cash flow rights. In the United States. managers. which some see as a conflict of interest. major capital expansions. Other duties of the board may include policy setting. or other expensive projects. . Perverse incentives have pervaded many corporate boards in the developed world. since after a filing. but needs to get board approval for certain major actions. the main problem is that the voting ownership is tightly-held by families through pyramidal ownership and dual shares (voting and nonvoting). The coordinated model that one finds in Continental Europe and Japan also recognizes the interests of workers. with board members beholden to the chief executive whose actions they are intended to oversee. However. the heavy presence of banks in the equity of German firms . but the bylaws of many companies make it difficult for all but the largest shareholders to have any influence over the makeup of the board. Frequently. whereas the coordinated model of corporate governance facilitates incremental innovation and quality competition. Anglo-American Model There are many different models of corporate governance around the world. Another proposal is for the government to allow poorly-managed businesses to go bankrupt. Each model has its own distinct competitive advantage. there are important differences between the U. acquiring another company. These differ according to the variety of capitalism in which they are embedded. suppliers. customers. Corporate governance models around the world Although the US model of corporate governance is the most notorious. such as hiring his/her immediate subordinates. or corporate control. a corporation is governed by a board of directors. recent approach to governance issues and what has happened in the UK.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. raising money.S. the main problem is the conflict of interest between widely-dispersed shareholders and powerful managers.
The OECD remains a proponent of corporate governance principles throughout the world. . particularly on accountability and reporting . by their stock exchange. although the codes linked to stock exchange listing requirements may have a coercive effect. other international organisations. standards. Such disclosure requirements exert a significant pressure on listed companies for compliance. Norman Veasey . or should they create governance guidelines that ascend to the level of best practice. if they are public. The highest number of companies are incorporated in Delaware. or associations (institutes) of directors and managers with the support of governments and international organizations. Most states' corporate law generally follow the American Bar Association's Model Business Corporation Act . in other words. do they merely try to supersede the legal threshold. companies quoted on the London and Toronto Stock Exchanges formally need not follow the recommendations of their respective national codes. For example. One issue that has been raised since the Disney decision 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 ). they must disclose whether they follow the recommendations in those documents and. they should provide explanations concerning divergent practices.  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. corporate managers and individual companies tend to be wholly voluntary. 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. For example. standards and frameworks relevant to the sustainability agenda. compliance with these governance recommendations is not mandated by law. companies are primarily regulated by the state in which they incorporate though they are also regulated by the federal government and. However. a "snap-shot" of the landscape and a perspective from a think-tank/professional association on a few key codes. As a rule. participate on ABA committees. including former Delaware Supreme Court Chief Justice E.This document aims to provide general information. where not. may have a wider multiplying effect prompting other companies to adopt similar documents and standards of best practice. Such documents. and in 2004 created an Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes. institutional investors. the guidelines issued by associations of directors (see Section 3 above). Building on the work of the OECD. corporations.Corporate governance 10 Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges. In the United States. While Delaware does not follow the Act. This was revised in 2004. private sector associations and more than 20 national corporate governance codes. including more than half of the Fortune 500. it still considers its provisions and several prominent Delaware justices. The GM Board Guidelines reflect the company’s efforts to improve its own governance capacity. however. and frameworks . For example. One of the most influential guidelines has been the 1999 OECD Principles of Corporate Governance.
Egypt and Russia). Some researchers have found that the largest CEO performance incentives came from ownership of the firm's shares. Others have found a negative relationship between the proportion of external directors and profitability. Other studies have linked broad perceptions of the quality of companies to superior share price performance. that point of view came under substantial criticism circa in the wake of various security . concentration ratios) and then making a sketch showing its visual representation. 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. McKinsey found that 80% of the respondents would pay a premium for well-governed companies. whenever possible. while others found no relationship between external board membership and profitability. And ownership can be changed by the stakeholders of the company. The results suggest that increases in ownership above 20% cause management to become more entrenched. rather than the short-term. Antunovich et al. On the other hand. research into the relationship between specific corporate governance controls and some definitions of firm performance has been mixed and often weak. ownership structures are identified by using some observable measures of ownership concentration (i. cross-share holdings. and was responsive to investors' requests for information on governance issues. The idea behind the concept of ownership structures is to be able to understand the way in which shareholders interact with firms and. whilst the 'least admired' firms returned 80%. However. The size of the premium varied by market. It is unlikely that board composition has a direct impact on profitability. performance of the company. rings. Board composition Some researchers have found support for the relationship between frequency of meetings and profitability. Generally. and external and internal monitoring devices may be more effective for some than for others. The following examples are illustrative. In a study of five year cumulative returns of Fortune Magazine's survey of 'most admired firms'.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. who had no management ties. Some examples of ownership structures include pyramids. undertook formal evaluation of its directors. 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. They defined a well-governed company as one that had mostly out-side directors. Corporate governance and firm performance In its 'Global Investor Opinion Survey' of over 200 institutional investors first undertaken in 2000 and updated in 2002. In a recent paper Bhagat and Black found that companies with more independent boards are not more profitable than other companies. and less interested in the welfare of their shareholders. one measure of firm performance. 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. Not all firms experience the same levels of agency conflict. 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.e. and webs. to locate the ultimate owner of a particular group of firms. Low average levels of pay-performance alignment do not necessarily imply that this form of governance control is inefficient.
(http:/ / www.0. allbusiness.5.. Retrieved 2 June 2009.0.  Staff Writer (2009). Ethics. "Representing corporate officers and directors" (http:/ / www. M. . cfm?eventid=2761).. Gumport  issued in 2006. cfm?abstract_id=955289)  http:/ / marcjlane.com.0. A compendium of academic works on the option/buyback issue is included in the study Scandal  by author M. ). Avvo." (http:/ / www. 12 References  For a good overview of the different theoretical perspectives on corporate governance see Chapter 15 of Dignam. asp?  http:/ / www. "Representing Corporate Officers & Directors (Ring-bound)" (http:/ / www.. doctoral dissertation. Avvo. php?submenu=About_Founder& src=gendocs& ref=AboutOurFounder& category=About  Staff Writer (2009). "Harry Walker Agency Adds Marc J. LANE AND ITS FINANCIAL-SERVICES AFFILIATES JOIN UNITED NATIONS' GLOBAL COMPACT" (http:/ / www.0.S. "Representing Corporate Officers and Directors (Business Practice Library) (Hardcover)" (http:/ / www. Harvard Law Review.S. Curtis J. product/ equityresearch_gamma/ 2. . com/ research/ en/  http:/ / www. Amazon. org/ b/ OL3308939M/ Representing-corporate-officers-and-directors). programtrading. Northwestern Law. amazon. Capella University.0. Even before the negative influence on public opinion caused by the 2006 backdating scandal. Avvo.13.0. Retrieved 28 May 2009. org/ isbn/ 0735550964). Michael (19 July 2006).. com/ portal/ site/ sp/ en/ ap/ page.0. Impassioned. com/ speaker/ Marc-Lane. asp?id=13  SSRN-Good Corporate Governance: An Instrument for Wealth Maximisation by Vrajlal Sapovadia (http:/ / papers.0. use of options faced various criticisms. standardandpoors.0. com/ magazine/ content/ 03_45/ b3857002. Inc. harrywalker. businessweek. nhbar. .  Staff Editors (Jan 1987). com/ Representing-Corporate-Officers-Directors-Business/ dp/ 0471817880/ ref=sr_1_1?ie=UTF8& s=books& qid=1243963050& sr=1-1). cfm?Spea_ID=955).  Staff Writer (2005).  The Harry Walker Agency.0. ed.0. 22 May 2006)..0. Oxford University Press ISBN 978-0-19-928936-3  Foucault. A and Lowry. credit-suisse. . Lane" (http:/ / www. 2000-2009)" (http:/ / www2.  Penn. Retrieved 1 June 2010. standardandpoors.1.  Staff Editors (13 October 2004).  http:/ / www2. net/ about_us/ crawford_dissertation. xceo.html. org/ publications/ archives/ display-journal-issue. The Reform of Corporate Governance: Major Trends in the U. "The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan.0. com/ portal/ site/ sp/ en/ ap/ page. in particular. Corporate Boardroom. Retrieved 28 May 2009. Penguin.6.0. com/ Representing-Corporate-Officers-Directors-Marc/ dp/ 0735550964/ ref=pd_rhf_p_img_1). html). (2004).0. WorldCat.0. London. . Retrieved 28 May 2009. washingtonpost.com/attorneys/60601-il-marc-lane-1132572. Lane to Its Roster of Renowned Business Speakers. northwestern. worldcat. "THE LAW OFFICES OF MARC J. cfm?abstract_id=387940). 1977-1997. edu/ news/ article_full. A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed. Standard & Poor's. The Harry Walker Agency. Federal Reserve Board economist Weisbenner) determined options may be employed in concert with stock buybacks in a manner contrary to shareholder interests. html). (Monday. . htm . Numerous authorities (including U.com/attorneys/60601-il-marc-lane-1132572.com. Retrieved 2 June 2005. com/ company-activities-management/ business-ethics/ 5478580-1. law. . com/ index. com/ sol3/ papers. Retrieved 1 June 2009.  Bebchuck LA. The Case for Increasing Shareholder Power (http:/ / papers. (2007). "Marc J. Retrieved 1 June 2009. com/ sol3/ papers. product/ equityresearch_gamma/ 2.0. Rabinow.0.Corporate governance scandals including mutual fund timing episodes and. These authors argued that. 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. ssrn. html  http:/ / www. J (2006) Company Law. Amazon. com/ cgi/ ClientLogin. Retrieved 12 May 2009. Subjectivity and Truth: Essential Works of Foucault 1954 – 1984 Volume One P.5. Inc.html "Marc Jay Lane" (http:/ / www.1. Standard & Poors 500 companies surged to a $500 billion annual rate in late 2006 because of the impact of options.  Crawford. in part.0. php)  http:/ / www. .  Oleg Shvyrkov & Elena Pastoukhova (2010). New York: Business Wire.1.0. A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs. 2000. amazon. html  http:/ / www. 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. "Representing corporate officers and directors" (http:/ / openlibrary. ssrn.0.S.  Staff Writer (2005).0. com/ wp-dyn/ articles/ A39143-2004Jul9. corporate stock buybacks for U. New York.13.
pdf  http:/ / www. Aug 2005 (http:/ / www. European.net (http:/ / theyrule. Harvard Business Review "On Corporate Governance". org/ Templates/ Page. unctad. Journal of Financial Economics. com/ enormanveasey/  The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility. org/ buslaw/ library/ onlinepublications/ mbca2002. Valentina and Antoine Faure-Grimaud. pdf)  http:/ / www. Marco. Djankov. Proceedings of the 13th IFAC Symposium on Information Control Problems in Manufacturing (INCOM'09). (http:/ / www. delaware. Corporate Governance Disclosure" (http:/ / www. Akin Gump. xceo. Russia • Cadbury. Vernadat. (http://fmg. asianresearch. (http://ssrn. html  Harvard Business Review. asp?intItemID=2920& lang=1).org/codes) • Cadbury. "The Uncertain Relationship Between Board Composition and Firm Performance". Thomas (ed. Vol. Gee and Co Ltd. (2007). ISBN • Feltus. wsj. "Corporate Governance: Brussels".K. 54 Business Lawyer)  Generally Accepted Accounting Principles (GAAP)  National Association of Corporate Directors (NACD) – Directors Monthly.  James Freeman (January 12. FMG CG Working Paper 001.Finance Working Paper No. html  http:/ / www.Genesis. org/ en/ docs/ c2isard31_en. asp?DocTypeId=25& ObjectId=MTIwNjg  http:/ / ssrn. gov/ chancery  http:/ / www. Harvard Business School Press. updated August 2004). ISBN 978-1416559931. Directors_Monthly. Patrick Bolton. weil. Kuckreja. tu-darmstadt. pdf). Retrieved 2009-08-13. com/ author=665434 13 Further reading • Arcot. pdf  Enriques L." London and New York: Routledge. "Corporate Governance in the U. abanet. 1996.php?pubid=1&wsid=1&wpdid=1308) • Becht. net)  http:/ / courts. org/ Plugins/ DocSearch/ details. pdf)  "International Standards of Accounting and Reporting. asp?type=p& id=MTE0OA& doOpen=1& ClickMenu=LeftMenu  http:/ / www. org/ files/ downloads/ Corporate_Governance_Reforms_in_Continental_Europe. Asian and Contemporary Corporate Governance" London and New York: Routledge. Ailsa Röell. html). 58: 81-112 • Clarke. • Claessens. com/ docs/ publication/ 795. de/ vwl/ forsch/ veroeff/ papers/ ddpie_179. Pg 13.ecgi. org/ includes/ getTarget.ac. Hitting the Boards (http:/ / online. 02/2002. William S. 1992.117. Moscow. Managerial Economics & Organizational Architecture.  http:/ / www. Report of the Committee on the Financial Aspects of Corporate Governance.  http:/ / www. Zimmerman.lse. ISBN 0-415-32910-8 . ISBN 1-57851-237-9. Michael.uk/ publications/searchdetail. unctad. Stijn. Instituut voor Bestuurders. Dec07_final.  Bhagat & Black. Free Press. 2010). HBR (2000). pdf)  Gillespie. "Corporate governance reforms in Continental Europe" (http:/ / www. org/ articles/ 1397. 2010). Wall Street Journal. org/ en/ docs/ iteteb20063_en. Simeon & Lang. doi:10. "The Code of Best Practice".) (2004) "Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance. Sir Adrian. Volpin P. Retrieved 2008-11-09. wbcsd. net/ admin/ files/ events/ Crawford. John (January 12. moneyglossary. Available online from (http://www. James A. Christophe. com/ article/ SB10001424052748704130904574644153816967962. UNCTAD. (2009).1257/jep. (2000) The Separation of Ownership and Control in East Asian Corporations. bwl. “Enlightened Boards: Action Beyond Obligation”. ISBN 0-415-32308-8 • Clarke. tkyd.21. Klug and Jerold L. Refining the Notion of Responsibility in Enterprise Engineering to Support Corporate Governance of IT . unctad. akingump.1. Bruno.  Theyrule. 31Number 12 (2007). pdf  TD/B/COM. com/ abstract=927111  http:/ / ssrn. Sir Adrian. ECGI .2/ISAR/31 (http:/ / www. com/ ?w=Cross-holdings  http:/ / www. Journal of Economic Perspectives 21 (1): 117–140.. Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions.P.) (2004) "Critical Perspectives on Business and Management: 5 Volume Series on Corporate Governance . Brussels.: is the comply-or-explain working?" (December 2005). . Thomas (ed.com/abstract=343461) • Brickley. Larry H. Petit. "Corporate Governance and Control" (October 2002. . com/ articles/ deriv-option-basics. François. Sridhar. wbcsd. Anglo-American.Corporate governance  http:/ / invest-faq.
compliance-llc. ISBN • Erturk..nyssa.com/ IT_and_Information_Security_after_Sarbanes_Oxley. and frameworks (http://www. Patrick (2007). Power and Ownership Structures among German Companies.com/abstract=712461 • Shleifer.J. Jean-Francois (eds. • Lekatis. McConnell (2003). Thomas & Chanlat. Naughton (2007). W.W. J. 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. Nell. Alan Revolt in the Boardroom (HarperBusiness 2007) (ISBN 0-06-088247-6) Remainder (http://www. ISBN 0-415-32309-6 • Clarke. Available at SSRN: http://ssrn.com/dp/B0013L4DZI) • New York Society of Securities Analysts. • Skau.contingencyanalysis. Logan. Marie (eds. December 2004) ISBN • Crawford.html) • Moebert. ISBN 978-1-4129-2899-1 • Clarke. amazon.org/ Template.thecorporatelibrary... Compliance & conviction: the evolution of enlightened corporate governance.com/home/papers/ suffrage. standards. Ismail. (http://www. Vishny (1997).O (1992). 31 (2): 138-156. Istanbul Bilgi University.pdf).vwl. CA: SAGE. M. Robert A.cfm&TPLID=3& ContentID=499) • OECD (1999." 32 Denv. Froud. Abdullah. Lopez-De-Silanes. 2004) Principles of Corporate Governance Paris: OECD) • Özekmekçi. International Corporate Governance. 2003. and T.Corporate governance • Clarke. J. 62 (6). Robert A.) (2008) "Fundamentals of Corporate Governance (4 Volume Series)" London and Thousand Oaks.) (2006) "Corporate Governance and Globalization (3 Volume Series)" London and Thousand Oaks.pdf) • Murray.) (2009) "European Corporate Governance " London and New York: Routledge. & Pol’y). Corporate Ownership around the World. Shleifer (1999). Marie (eds. What is Corporate Governance ? (McGraw-Hill. R. A.com/power/contents. Mert (2004) "The Correlation between Corporate Governance and Public Relations". The Economic Structure of Corporate Law.tu-darmstadt. Fischel. ISBN 0-976-90190-9 9780976901914 • Denis. Vrajlal K. H. and R. 54 (2): 471-517. Corporate Governance Handbook. and Daniel R. A Survey of Corporate Governance. ISBN 978-1-4129-3589-0 • Colley.K.pdf) • Monks. 38 (1): 1-36. Glyn A (2006). Thomas & dela Rama.cfm?Section=corp_gov_com&Template=/TaggedPage/TaggedPageDisplay. • Holton..de/vwl/forsch/veroeff/papers/ ddpie_179. • La Porta. Santa Clara. "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India" (January 2007). (2007). Economic Systems. Johal. Nell. full text available online (http://www. J. Financial Analysits Journal.G. and Minow. Corporate Governance (Blackwell 2004) ISBN • Monks. • Easterbrook. J. ISBN 9780415405331 • Clarke. Frank H. and A. 15–20. Stettinius. "Themes and Variations: The Convergence of Corporate Governance Practices in Major World Markets. Karel (2004) Corporate Governance and Disappointment Review of International Political Economy. • Garrett. Thomas & dela Rama. Int’l L. Allison. A Network Analysis of Financial Linkages (http://www. G. 14 .G.. Journal of Finance. CA: SAGE. Journal of Financial and Quantitative Analysis. Calif: XCEO. • Sapovadia. George IT and Information Security after Sarbanes-Oxley (http://www. Investor Suffrage Movement (http://www. C. Power and Accountability (HarperBusiness 1991).. A Survey of Enterprise Reforms in China: The Way Forward. Sukhdev and Williams. • Hovey. Jochen and Tydecks. D. Julie. Doyle. 11 (4): 677-713. The Journal of Finance. and Minow. 52 (2): 737-783. Thomas (2007) "International Corporate Governance " London and New York: Routledge. and J. F.
2008. Australia • Weinberg Center for Corporate Governance [[University of Delaware (http://www. 15 External links • Standard & Poor's Governance Services (GAMMA Governance Scores) (http://www2.iod.0.ecgi.ca).pl/) at Kozminski University.0.heyman-center.anu. ISBN 978-1-84519-272-3 • Sun.law.au) at the University of Technology Sydney.ccg.udel.harvard.law.0.edu/program/centers/rcfcg/)]] • Corporations. Cardozo School of Law (http:/ /www.edu.0. Poland • The Samuel and Ronnie Heyman Center on Corporate Governance [[Benjamin N. co.product/equityresearch_gamma/2. fec.0.edu.0. conflictandcreativityatwork. ISBN 9780773438637. Sussex Academic Press.0.html) • Arthur and Toni Rembe Rock Center for Corporate Governance at [[Stanford University (http://www.org)]] • United States Proxy Exchange (http://proxyexchange. How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence.worldbank.au/)]] • Chartered Institute of Personnel and Development (CIPD) resources on corporate governance (http://www.0.1.asp?DocTypeId=25&ObjectId=MTIwNjg) • Low.org/GovernanceReports/) ] .com/ portal/site/sp/en/ap/page.Corporate governance wbcsd.org/Plugins/DocSearch/details.edu/programs/ olin_center/corporate_governance/) • Institute of Directors (http://www.corpgov.edu.cipd.org) • Global Corporate Governance Forum (http://www.5.edu/)]] • Kozminski Center for Corporate Governance (http://www.edu/centers/ ccg)]] • World Bank Corporate Governance Reports (http://rru.com/corporategovernance) • The Millstein Center for Corporate Governance and Performance at the [[Yale School of Management (http:// millstein. stanford.org/) • The Harvard Law School Program on Corporate Governance (http://www. Albert.gcgf.184.108.40.206.standardandpoors. Governance & Society Research Group at The [[Australian National University (http://corpgov.uk/subjects/corpstrtgy/corpgov/) • European Corporate Governance Institute (ECGI) (http://www. William (2009).som.yale.lerner. " Conflict and Creativity at Work: Human Roots of Corporate Life (http://www.uts. New York: Edwin Mellen.org/) • UTS Centre for Corporate Governance (http://www.0.
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