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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.
have historically been rejected by the board of directors.. Honeywell) by their boards. shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws. History . the analogous corporate constitutional documents (the memorandum and articles of association) can be modified by a supermajority (75%) of shareholders.Corporate governance 2 Legal environment In the United States.g. Academy of Management Review). but the results are nonbinding. Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior).United States In the 19th century. by the unrestrained issuance of stock options. Kodak. the rights of individual owners and shareholders have become increasingly derivative and dissipated. and Delaware law since Delaware. received considerable press attention due to the wave of CEO dismissals (e. even for several consecutive years. Agency theory's dominance was highlighted in a 1989 article by Kathleen Eisenhardt ("Agency theory: an assessement and review". Jr. Precatory proposals which have received majority support from shareholders. In the 20th century in the immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle. corporate directors’ duties have expanded greatly beyond their traditional legal responsibility of duty of loyalty to the corporation and its shareowners. From the Chicago school of economics.S. The California Public Employees' Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before). 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. and Gardiner C. corporations are governed under common law. Berle and Means' monograph "The Modern Corporation and Private Property" (1932. .g. by the needs and desires of shareowners to exercise their rights of corporate ownership and to increase the value of their shares and." Since the late 1970’s.: IBM. 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. the issue of corporate governance in the U. to make corporate governance more efficient. In the United States. the corporate bylaws. not infrequently back dated). Alfred D. in part. was the domicile for the majority of publicly-traded corporations. therefore. Edwin Dodd. Bold. Shareholders can initiate 'precatory proposals' on various initiatives. and because the US's wealth has been increasingly securitized into various corporate entities and institutions. however. (business history). the Model Business Corporation Act. Eugene Fama and Michael Jensen's "The Separation of Ownership and Control" (1983. corporate governance has been the subject of significant debate in the U. Macmillan) continues to have a profound influence on the conception of corporate governance in scholarly debates today. wealth. less authoritatively. Means pondered on the changing role of the modern corporation in society. In the first half of the 1990s. Individual rules for corporations are based upon the corporate charter and. as of 2004. Accordingly. state corporation laws enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights. Since that time. Over the past three decades.S. US expansion after World War II through the emergence of multinational corporations saw the establishment of the managerial class. Chandler. According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors. and around the globe. and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law. 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. In the UK. broad efforts to reform corporate governance have been driven. Fifty years later. the following Harvard Business School management professors published influential monographs studying their prominence: Myles Mace (entrepreneurship).
brokers. the hallmark of institutional trading.Corporate governance In 1997. However this growth occurred primarily by way of individuals turning over their funds to 'professionals' to manage. See Quantity and display instructions under last reference. led to increased shareholder and governmental interest in corporate governance." was first published in 1987. AOL. Global Crossing. corporate governance positively affects some key performance indicators. such as in mutual funds. on average.who often had a vested.  With the goal of promoting positive social change. buyers and sellers of corporation stocks were individual investors. Tyco. markets have become largely institutionalized: buyers and sellers are largely institutions (e. hedge funds. which are now almost all owned by large institutions. and the Board diligently kept an eye on the company and its principal executives (they usually hired and fired the President. Program trading. there has been a concurrent lapse in the oversight of large corporations. to an additional 5. . In the early 2000s. such as wealthy businessmen or families. insurance companies. A one-notch positive difference on S&P’s governance scoring scale corresponded. who usually had an emotional as well as monetary investment in the company (think Ford). the East Asian Financial Crisis saw the economies of Thailand. and hence good corporate governance is a tool for socio-economic development. In this way. "Representing Corporate Officers and Directors.  The new version is updated annually with the most recent supplement for the year 2010. 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. Over time. Malaysia and The Philippines severely affected by the exit of foreign capital after property assets collapsed. of which there are many). 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. 3 Impact of Corporate Governance The positive effect of corporate governance on different stakeholders ultimately is a strengthened economy. rules and responsibilities in response to the avalanche of corporate accounting scandals. Indonesia.  He revisited his treatise on corporate governance in 2005. The study also points out that predictive power of corporate governance in terms of shareholder value exceeds its perception by financial markets. the massive bankruptcies (and criminal malfeasance) of Enron and Worldcom.0% in annualised market cap growth over a three-year horizon. auditors and shareholders with insights for the compliance of new legislation. pension funds. South Korea.g. because of so-called 'iceberg' orders. mutual funds. averaged over 80% of NYSE trades in some months of 2007.  (Moreover. Role of institutional investors Many years ago. This is reflected in the passage of the Sarbanes-Oxley Act of 2002. as well as lesser corporate debacles. and other financial institutions). 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.2% in annualised sales growth and 7. Marc Lane's  book on best corporate governance practices. exchange-traded funds. other investor groups.) Unfortunately. 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). The lack of corporate governance mechanisms in these countries highlighted the weaknesses of the institutions in their economies. Lane provides companies and their directors. these statistics do not reveal the full extent of the practice. banks. Arthur Andersen. officers. such as Adelphia Communications . The Board of Directors of large corporations used to be chosen by the principal shareholders..  On the microlevel. In a study  by Standard & Poor's Governance Services  analysts back-tested the correlations of S&P’s with corporate performance. personal and emotional interest in the corporations whose shares they owned. worldwide.
these investors have even less interest in a particular company's governance. but rarely. The Board is now mostly chosen by the President/CEO. Forget the celebrity CEO. the board of directors. etc. 4 Parties to corporate governance Parties involved in corporate governance include the regulatory body (e. creditors. or the largest investment management firm for corporations. develop directional policy. 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." See also. management. appoint. Even as the purchase of individual shares in any one corporation by individual investors diminishes. Stock market index options . aka."  In that last study. supervise and remunerate senior executives and to ensure accountability of the organization to its owners and authorities.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. Korean chaebol 'groups') . The shareholder delegates decision rights to the manager to act in the principal's best interests. "poison pill" measures. Since the marked rise in the use of Internet transactions from the 1990s. Not all are qualities unique to enterprises with retained family interests.) are designed simply to invest in a very large number of different companies with sufficient liquidity. Finally. 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." Since 1996. the sale of derivatives (e. they will simply sell out their interest. "BW identified five key ingredients that contribute to superior performance. based on the idea that this strategy will largely eliminate individual company financial or other risk and. for example. This separation of ownership from control implies a loss of effective control by shareholders over managerial decisions. "Revolt in the Boardroom. Partly as a result of this separation between the two parties.) has soared. Since the (institutional) shareholders rarely object. the ownership of stocks in markets around the world varies. the largest pools of invested money (such as the mutual fund 'Vanguard 500'. With the significant increase in equity holdings of investors." by Alan Murray. and may be made up primarily of their friends and associates. whereas stock in the USA or the UK and Europe are much more broadly owned. the interests of most investors are now increasingly rarely tied to the fortunes of individual corporations. such as officers of the corporation or business colleagues. the Chief Executive Officer. therefore. One of the biggest strategic advantages a company can have. customers and the community at large. 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). Occasionally. there has been an opportunity for a reversal of the separation of ownership and control problems because ownership is not so diffuse. "Look beyond Six Sigma and the latest technology fad. this superior performance amounts to 8% per year. a system of corporate governance controls is implemented to assist in aligning the incentives of managers with those of shareholders. exchange-traded funds (ETFs). institutional investors support shareholder resolutions on such matters as executive pay and anti-takeover. It is their responsibility to endorse the organization's strategy. So. Other stakeholders who take part include suppliers. ..g. State Street Corp.g. often still by large individual investors. shareholders and Auditors). 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. [BusinessWeek has found]. 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. employees.Corporate governance or Chief Executive Officer— CEO). A board of directors often plays a key role in corporate governance. is blood lines. Nowadays. But.
effective operations. trust and integrity. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. • Role and responsibilities of the board: The board needs a range of skills and understanding to be able to deal with various business issues and have the ability to review and challenge management performance. suppliers receive compensation for their goods or services. whether direct or indirect. Directors. many organizations establish Compliance and Ethics Programs to minimize the risk that the firm steps outside of ethical and legal boundaries. All parties to corporate governance have an interest. If some parties are receiving more than their fair return then participants may choose to not continue participating leading to organizational collapse. benefits and reputation. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear. senior executives should conduct themselves honestly and ethically. It is important to understand. 5 Principles Key elements of good corporate governance principles include honesty. performance orientation. and commitment to the organization. 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). through providing financial capital and trust that they will receive a fair share of the organizational returns. factual information. is a high ranking professional who is trained to uphold the highest standards of corporate governance. • Integrity and ethical behaviour: Ethical and responsible decision making is not only important for public relations. • Interests of other stakeholders: Organizations should recognize that they have legal and other obligations to all legitimate stakeholders. in the effective performance of the organization. They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings. mutual respect. and disclosure in financial reports.Corporate governance The Company Secretary. workers and management receive salaries. that reliance by a company on the integrity and ethics of individuals is bound to eventual failure. 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 . • 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. human. openness. Customers receive goods and services. compliance and administration. There are issues about the appropriate mix of executive and non-executive directors. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. 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. social and other forms of capital. 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.g. In particular. especially concerning actual or apparent conflicts of interest. Because of this. responsibility and accountability. but it is also a necessary element in risk management and avoiding lawsuits. In return these individuals provide value in the form of natural. though. while shareholders receive capital return. A key factor is an individual's decision to participate in an organization e.
Perpetuation for its own sake may be counterproductive. and compliance with laws and regulations. It could be argued. Corporate governance must go well beyond law. safeguards invested capital. quality and frequency of financial and managerial disclosure. employees) outside the three groups are being met. Examples include: • Monitoring by the board of directors: The board of directors. • Remuneration: Performance-based remuneration is designed to relate some proportion of salary to individual performance. to monitor managers' behaviour. ." However it should be noted that a corporation should cease to exist if that is in the best interests of its stakeholders. This application of separation of power is further developed in companies where separate divisions check and balance each other's actions. discussed and avoided. It may be in the form of cash or non-cash payments such as shares and share options. Internal auditors are personnel within an organization who test the design and implementation of the entity's internal control procedures and the reliability of its financial reporting • Balance of power: The simplest balance of power is very common. Smale. John G. with its legal authority to hire. operating efficiency. 6 Mechanisms and controls Corporate governance mechanisms and controls are designed to reduce the inefficiencies that arise from moral hazard and adverse selection. fire and compensate top management. shareholders. Moreover. That is not so. It is something much broader. efficient and transparent administration and strive to meet certain well defined. For example. wrote: "The Board is responsible for the successful perpetuation of the corporation.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. the ability of the board to monitor the firm's executives is a function of its access to information. One group may propose company-wide administrative changes. That responsibility cannot be relegated to management. management. For quite some time it was confined only to corporate management.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. Internal corporate governance controls Internal corporate governance controls monitor activities and then take corrective action to accomplish organisational goals. and the commitment to run a transparent organization. and a third group check that the interests of people (customers. audit committee. they may not always result in more effective corporate governance and may not increase performance. The quantity. ex ante. remains an ambiguous and often misunderstood phrase. a former member of the General Motors board of directors. Different board structures are optimal for different firms. 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. the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment). written objectives. therefore." despite some feeble attempts from various quarters. and other personnel to provide reasonable assurance of the entity achieving its objectives related to reliable financial reporting. an independent third party (the external auditor) attests the accuracy of information provided by management to investors. another group review and can veto the changes. for it must include a fair. Whilst non-executive directors are thought to be more independent. Regular board meetings allow potential problems to be identified. An ideal control system should regulate both motivation and ability. require that the President be a different person from the Treasurer. • Internal control procedures and internal auditors: Internal control procedures are policies implemented by an entity's board of directors.
are reactive in the sense that they provide no mechanism for preventing mistakes or opportunistic behaviour. Current accounting practice allows a degree of choice of method in determining the method of measurement. and rely on auditors' competence. This may result in a conflict of interest which places the integrity of financial reports in doubt due to client pressure to appease management. and can elicit myopic behaviour. the partner in charge of auditing. criteria for recognition. . • Supply of accounting information: Financial accounts form a crucial link in enabling providers of finance to monitor directors. 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. In discussions of accounting practices with Arthur Andersen. Accountants and auditors are the primary providers of information to capital market participants.Corporate governance superannuation or other benefits. The power of the corporate client to initiate and terminate management consulting services and. 7 External corporate governance controls External corporate governance controls encompass the controls external stakeholders exercise over the organisation. The Enron collapse is an example of misleading financial reporting. In the extreme. One area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. The traditional answer to this problem is the efficient market hypothesis (in finance. especially to a small shareholder. This should. the third party was an entity in which Enron had a substantial economic stake. 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. views inevitably led to the client prevailing. The exercise of this choice to improve apparent performance (popularly known as creative accounting) imposes extra information costs on users. the efficient market hypothesis (EMH) asserts that financial markets are efficient). 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. however. Enron concealed huge losses by creating illusions that a third party was contractually obliged to pay the amount of any losses. ideally. more fundamentally. • Monitoring costs: A barrier to shareholders using good information is the cost of processing it. The directors of the company should be entitled to expect that management prepare the financial information in compliance with statutory and ethical obligations. Imperfections in the financial reporting process will cause imperfections in the effectiveness of corporate governance. However. Role of the accountant Financial reporting is a crucial element necessary for the corporate governance system to function effectively. which suggests that the small shareholder will free ride on the judgements of larger professional investors. Such incentive schemes. to select and dismiss accounting firms contradicts the concept of an independent auditor. it can involve non-disclosure of information. and even the definition of the accounting entity. be corrected by the working of the external auditing process. Similar provisions are in place under clause 49 of SEBI Act in India.
Unlike traditional boards. even if clear rules are followed. complex companies. as well as smaller companies. Overall. demarcating a clear line between acceptable and unacceptable behaviour. Nevertheless. Rules also reduce discretion on the part of individual managers or auditors. greater enforcement is not always better. Principles on the other hand is a form of self regulation.this is harder to achieve if one is bound by a broader principle. In practice. the enlightened board is aligned on the critically important issues facing the company. or if the informed user is unable to exercise a monitoring role due to high costs (see Systemic problems of corporate governance above). enlightened boards do not feel hampered by the rules and regulations of the Sarbanes-Oxley Act. as opposed to a real.Corporate governance However. They both deter bad actors and level the competitive playing field. In practice rules can be more complex than principles. They lead by example. however. most of the time. There are various integrated governance. enlightened directors recognize that it is not their role to be involved in the day-to-day operations of the corporation. one can still find a way to circumvent their underlying purpose . They may be ill-equipped to deal with new types of transactions not covered by the code. for taken too far it can dampen valuable risk-taking. 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. It allows the sector to determine what standards are acceptable or unacceptable. 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. . They do not need Sarbanes-Oxley to mandate that they protect values and ethics or monitor CEO performance. It also pre-empts over zealous legislations that might not be practical. At the same time. 8 Regulation Rules versus principles Rules are typically thought to be simpler to follow than principles. Enlightened directors go far beyond merely meeting the requirements on a checklist. 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. rather than treat them as separate entities. Moreover. Enforcement Enforcement can affect the overall credibility of a regulatory system. They are more likely to be supportive of the senior management team. Action Beyond Obligation Enlightened boards regard their mission as helping management lead the company. good financial reporting is not a sufficient condition for the effectiveness of corporate governance if users don't process it. risk and compliance solutions available to capture information in order to evaluate risk and to identify gaps in the organization’s principles and processes. Enlightened boards can be found in very large. Unlike standard boards that aim to comply with regulations. enlightened boards regard compliance with regulations as merely a baseline for board performance. risk.
The coordinated model that one finds in Continental Europe and Japan also recognizes the interests of workers. raising money. This can lead to "self-dealing". The intricated shareholding structures of keiretsus in Japan. Perverse incentives have pervaded many corporate boards in the developed world. normally. customers. which some see as a conflict of interest. or corporate control. However. 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. a corporation is governed by a board of directors. In the United States. the main problem is that the voting ownership is tightly-held by families through pyramidal ownership and dual shares (voting and nonvoting). Corporate governance models around the world Although the US model of corporate governance is the most notorious. usually known as the chief executive officer. but needs to get board approval for certain major actions. . or other expensive projects. 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.S. such as hiring his/her immediate subordinates. The liberal model that is common in Anglo-American countries tends to give priority to the interests of shareholders. since after a filing. Other duties of the board may include policy setting. acquiring another company. Each model has its own distinct competitive advantage. members of the boards of directors are CEOs of other corporations. with board members beholden to the chief executive whose actions they are intended to oversee. and the community. the main problem is the conflict of interest between widely-dispersed shareholders and powerful managers. where the controlling families favor subsidiaries for which they have higher cash flow rights. whereas the coordinated model of corporate governance facilitates incremental innovation and quality competition. The board of directors is nominally selected by and responsible to the shareholders. decision making. In the United States. there is a considerable variation in corporate governance models around the world. monitoring management's performance. The liberal model of corporate governance encourages radical innovation and cost competition.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. Another proposal is for the government to allow poorly-managed businesses to go bankrupt. managers. major capital expansions. These differ according to the variety of capitalism in which they are embedded. recent approach to governance issues and what has happened in the UK. directors have to cover more of their own legal bills and are frequently sued by bankruptcy trustees as well as investors. which has the power to choose an executive officer. the heavy presence of banks in the equity of German firms . there are important differences between the U. In Europe. but are merely asked to rubberstamp the nominees of the sitting board. suppliers. individual shareholders are not offered a choice of board nominees among which to choose. Anglo-American Model There are many different models of corporate governance around the world. Frequently. The CEO has broad power to manage the corporation on a daily basis.
corporations. or should they create governance guidelines that ascend to the level of best practice. Norman Veasey . Such disclosure requirements exert a significant pressure on listed companies for compliance. The GM Board Guidelines reflect the company’s efforts to improve its own governance capacity. other international organisations. companies quoted on the London and Toronto Stock Exchanges formally need not follow the recommendations of their respective national codes. participate on ABA committees. For example. companies are primarily regulated by the state in which they incorporate though they are also regulated by the federal government and. they should provide explanations concerning divergent practices. do they merely try to supersede the legal threshold. private sector associations and more than 20 national corporate governance codes. if they are public. The highest number of companies are incorporated in Delaware. One issue that has been raised since the Disney decision in 2005 is the degree to which companies manage their governance responsibilities. however. compliance with these governance recommendations is not mandated by law.  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. may have a wider multiplying effect prompting other companies to adopt similar documents and standards of best practice.Corporate governance 10 Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges. the guidelines issued by associations of directors (see Section 3 above). or associations (institutes) of directors and managers with the support of governments and international organizations. it still considers its provisions and several prominent Delaware justices. by their stock exchange. This was revised in 2004. standards. particularly on accountability and reporting . For example. The OECD remains a proponent of corporate governance principles throughout the world. Most states' corporate law generally follow the American Bar Association's Model Business Corporation Act . including more than half of the Fortune 500. and frameworks . In the United States. However. and in 2004 created an Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes. including former Delaware Supreme Court Chief Justice E.This document aims to provide general information. While Delaware does not follow the Act. standards and frameworks relevant to the sustainability agenda. in other words. . where not. 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 ). Building on the work of the OECD. For example. 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. As a rule. One of the most influential guidelines has been the 1999 OECD Principles of Corporate Governance. corporate managers and individual companies tend to be wholly voluntary. institutional investors. a "snap-shot" of the landscape and a perspective from a think-tank/professional association on a few key codes. although the codes linked to stock exchange listing requirements may have a coercive effect. they must disclose whether they follow the recommendations in those documents and. Such documents.
research into the relationship between specific corporate governance controls and some definitions of firm performance has been mixed and often weak. Some researchers have found that the largest CEO performance incentives came from ownership of the firm's shares. Corporate governance and firm performance In its 'Global Investor Opinion Survey' of over 200 institutional investors first undertaken in 2000 and updated in 2002. who had no management ties. Some examples of ownership structures include pyramids. while other researchers found that the relationship between share ownership and firm performance was dependent on the level of ownership. Not all firms experience the same levels of agency conflict. The size of the premium varied by market. On the other hand. rather than the short-term. Other studies have linked broad perceptions of the quality of companies to superior share price performance. Board composition Some researchers have found support for the relationship between frequency of meetings and profitability. cross-share holdings. The idea behind the concept of ownership structures is to be able to understand the way in which shareholders interact with firms and. while others found no relationship between external board membership and profitability. rings. Egypt and Russia). However. from 11% for Canadian companies to around 40% for companies where the regulatory backdrop was least certain (those in Morocco. Low average levels of pay-performance alignment do not necessarily imply that this form of governance control is inefficient. It is unlikely that board composition has a direct impact on profitability. 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. Others have found a negative relationship between the proportion of external directors and profitability. and webs. to locate the ultimate owner of a particular group of firms. and was responsive to investors' requests for information on governance issues. one measure of firm performance. performance of the company. concentration ratios) and then making a sketch showing its visual representation.e. found that those "most admired" had an average return of 125%. ownership structures are identified by using some observable measures of ownership concentration (i. whilst the 'least admired' firms returned 80%. 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. 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. McKinsey found that 80% of the respondents would pay a premium for well-governed companies. that point of view came under substantial criticism circa in the wake of various security . Generally. In a study of five year cumulative returns of Fortune Magazine's survey of 'most admired firms'. undertook formal evaluation of its directors. Antunovich et al. and less interested in the welfare of their shareholders. And ownership can be changed by the stakeholders of the company. 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. The following examples are illustrative. The results suggest that increases in ownership above 20% cause management to become more entrenched.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. It is a tool frequently employed by policy-makers and researchers in their analyses of corporate governance within a country or business group. whenever possible. In a recent paper Bhagat and Black found that companies with more independent boards are not more profitable than other companies.
com/ sol3/ papers. Inc. ssrn. Standard & Poor's. A compendium of academic works on the option/buyback issue is included in the study Scandal  by author M. html). Even before the negative influence on public opinion caused by the 2006 backdating scandal.0.html. com/ portal/ site/ sp/ en/ ap/ page. product/ equityresearch_gamma/ 2.0. These authors argued that. Oxford University Press ISBN 978-0-19-928936-3  Foucault. Standard & Poors 500 companies surged to a $500 billion annual rate in late 2006 because of the impact of options.0. amazon. New York: Business Wire. Amazon. WorldCat.1.13. standardandpoors.  http:/ / www2. . credit-suisse. doctoral dissertation. in particular.  Staff Editors (13 October 2004). LANE AND ITS FINANCIAL-SERVICES AFFILIATES JOIN UNITED NATIONS' GLOBAL COMPACT" (http:/ / www.0.  Penn.. html  http:/ / www. net/ about_us/ crawford_dissertation.0. northwestern. London. com/ portal/ site/ sp/ en/ ap/ page. "Representing Corporate Officers and Directors (Business Practice Library) (Hardcover)" (http:/ / www.1.com. law. The Harry Walker Agency. Impassioned..  Staff Writer (2009). . edu/ news/ article_full. businessweek. The Reform of Corporate Governance: Major Trends in the U. Retrieved 2 June 2005.0.  Staff Writer (2005). . Lane to Its Roster of Renowned Business Speakers. washingtonpost. 1977-1997.S. Federal Reserve Board economist Weisbenner) determined options may be employed in concert with stock buybacks in a manner contrary to shareholder interests.0. Retrieved 12 May 2009. Northwestern Law. xceo.5. The Case for Increasing Shareholder Power (http:/ / papers. Penguin. Inc. Retrieved 1 June 2010. Retrieved 2 June 2009. "THE LAW OFFICES OF MARC J. org/ publications/ archives/ display-journal-issue. A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs. Michael (19 July 2006).. A and Lowry.0. Retrieved 28 May 2009.0. Ethics. asp?  http:/ / www. Retrieved 28 May 2009. "Marc J.0. ed.com. Subjectivity and Truth: Essential Works of Foucault 1954 – 1984 Volume One P. programtrading. php)  http:/ / www. Numerous authorities (including U. Curtis J. cfm?abstract_id=955289)  http:/ / marcjlane.5. com/ magazine/ content/ 03_45/ b3857002.  Crawford. A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed. (2004). New York. php?submenu=About_Founder& src=gendocs& ref=AboutOurFounder& category=About  Staff Writer (2009).0. ). 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. M. com/ company-activities-management/ business-ethics/ 5478580-1. (http:/ / www.0.  Bebchuck LA.S. cfm?Spea_ID=955). Retrieved 1 June 2009.0.0.0. cfm?abstract_id=387940). "Representing Corporate Officers & Directors (Ring-bound)" (http:/ / www. (Monday. Avvo. .0. "Representing corporate officers and directors" (http:/ / openlibrary..  Oleg Shvyrkov & Elena Pastoukhova (2010). asp?id=13  SSRN-Good Corporate Governance: An Instrument for Wealth Maximisation by Vrajlal Sapovadia (http:/ / papers. amazon. com/ Representing-Corporate-Officers-Directors-Marc/ dp/ 0735550964/ ref=pd_rhf_p_img_1). Retrieved 1 June 2009." (http:/ / www. org/ isbn/ 0735550964). . Lane" (http:/ / www. 22 May 2006). worldcat. product/ equityresearch_gamma/ 2.0. corporate stock buybacks for U.html "Marc Jay Lane" (http:/ / www. org/ b/ OL3308939M/ Representing-corporate-officers-and-directors). 2000.. "Representing corporate officers and directors" (http:/ / www. com/ sol3/ papers. html).1.  Staff Writer (2005). harrywalker.0.13. . com/ index. allbusiness. 2000-2009)" (http:/ / www2. com/ wp-dyn/ articles/ A39143-2004Jul9. "Harry Walker Agency Adds Marc J.com/attorneys/60601-il-marc-lane-1132572. in part. Avvo.Corporate governance scandals including mutual fund timing episodes and.0. use of options faced various criticisms. ssrn. Harvard Law Review. standardandpoors. . Retrieved 28 May 2009.  Staff Editors (Jan 1987). com/ speaker/ Marc-Lane. 12 References  For a good overview of the different theoretical perspectives on corporate governance see Chapter 15 of Dignam.0.0. Avvo.  The Harry Walker Agency.com/attorneys/60601-il-marc-lane-1132572. Corporate Boardroom. Amazon. Gumport  issued in 2006.0. html  http:/ / www. cfm?eventid=2761).S. com/ cgi/ ClientLogin. Capella University. J (2006) Company Law. com/ research/ en/  http:/ / www.6. "The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan. . nhbar. and various alternative implementations of buybacks surfaced to challenge the dominance of "open market" cash buybacks as the preferred means of implementing a share repurchase plan. com/ Representing-Corporate-Officers-Directors-Business/ dp/ 0471817880/ ref=sr_1_1?ie=UTF8& s=books& qid=1243963050& sr=1-1). htm . Rabinow. (2007).
ecgi.net (http:/ / theyrule. de/ vwl/ forsch/ veroeff/ papers/ ddpie_179. Simeon & Lang. "Corporate Governance: Brussels". Zimmerman. Vernadat. Pg 13. pdf)  http:/ / www. pdf  Enriques L.  James Freeman (January 12. Managerial Economics & Organizational Architecture.: is the comply-or-explain working?" (December 2005)." London and New York: Routledge. "Corporate Governance and Control" (October 2002. 2010). pdf)  "International Standards of Accounting and Reporting. org/ includes/ getTarget.21. European. (http://ssrn. wbcsd.php?pubid=1&wsid=1&wpdid=1308) • Becht. net)  http:/ / courts. com/ article/ SB10001424052748704130904574644153816967962. (2009). "Corporate Governance in the U.117. updated August 2004). delaware. Sir Adrian. . pdf  http:/ / www.) (2004) "Critical Perspectives on Business and Management: 5 Volume Series on Corporate Governance . Marco. James A.  Bhagat & Black.K. Moscow.  http:/ / www. "The Uncertain Relationship Between Board Composition and Firm Performance". 02/2002. org/ articles/ 1397. akingump. 31Number 12 (2007). Djankov. ISBN • Feltus. Refining the Notion of Responsibility in Enterprise Engineering to Support Corporate Governance of IT . asp?DocTypeId=25& ObjectId=MTIwNjg  http:/ / ssrn.lse. pdf)  Gillespie. abanet. William S. "Corporate governance reforms in Continental Europe" (http:/ / www. Russia • Cadbury. tkyd. bwl. wbcsd. xceo. Retrieved 2009-08-13. unctad. org/ buslaw/ library/ onlinepublications/ mbca2002. org/ files/ downloads/ Corporate_Governance_Reforms_in_Continental_Europe. “Enlightened Boards: Action Beyond Obligation”. Aug 2005 (http:/ / www.ac.org/codes) • Cadbury. com/ enormanveasey/  The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility.  http:/ / www. Sir Adrian. org/ en/ docs/ iteteb20063_en. Thomas (ed. 58: 81-112 • Clarke. . asp?type=p& id=MTE0OA& doOpen=1& ClickMenu=LeftMenu  http:/ / www. UNCTAD. ISBN 1-57851-237-9. Anglo-American.com/abstract=343461) • Brickley. unctad. 54 Business Lawyer)  Generally Accepted Accounting Principles (GAAP)  National Association of Corporate Directors (NACD) – Directors Monthly. html  Harvard Business Review. Stijn. 1996. Retrieved 2008-11-09. com/ articles/ deriv-option-basics. ISBN 0-415-32308-8 • Clarke. net/ admin/ files/ events/ Crawford.1257/jep. Journal of Financial Economics. "The Code of Best Practice". Valentina and Antoine Faure-Grimaud. Instituut voor Bestuurders. 2010). pdf  TD/B/COM. Directors_Monthly. (http:/ / www. Petit. org/ Plugins/ DocSearch/ details. gov/ chancery  http:/ / www. Patrick Bolton. Bruno. pdf). • Claessens. org/ Templates/ Page. ISBN 0-415-32910-8 . Larry H. Harvard Business Review "On Corporate Governance".2/ISAR/31 (http:/ / www. Sridhar. Dec07_final. asianresearch. Christophe. com/ ?w=Cross-holdings  http:/ / www.uk/ publications/searchdetail. moneyglossary. org/ en/ docs/ c2isard31_en. wsj. Kuckreja.Finance Working Paper No. asp?intItemID=2920& lang=1). John (January 12. ISBN 978-1416559931. Available online from (http://www. Thomas (ed. Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions. Wall Street Journal.Genesis. (http://fmg.  Theyrule. Proceedings of the 13th IFAC Symposium on Information Control Problems in Manufacturing (INCOM'09). html). tu-darmstadt. Journal of Economic Perspectives 21 (1): 117–140. Report of the Committee on the Financial Aspects of Corporate Governance. Corporate Governance Disclosure" (http:/ / www. (2007). html  http:/ / www. Gee and Co Ltd. unctad.P. Hitting the Boards (http:/ / online. 1992.) (2004) "Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance. com/ author=665434 13 Further reading • Arcot. doi:10. Ailsa Röell. Michael. com/ docs/ publication/ 795. ECGI . Akin Gump. Volpin P. Brussels. com/ abstract=927111  http:/ / ssrn. François. Free Press. Harvard Business School Press. weil.Corporate governance  http:/ / invest-faq. Asian and Contemporary Corporate Governance" London and New York: Routledge. Vol.. Klug and Jerold L.1. (2000) The Separation of Ownership and Control in East Asian Corporations. HBR (2000). FMG CG Working Paper 001.
ISBN 0-415-32309-6 • Clarke." 32 Denv. Sukhdev and Williams. full text available online (http://www. Froud. W. Robert A. Journal of Financial and Quantitative Analysis. Santa Clara. 11 (4): 677-713.html) • Moebert. The Economic Structure of Corporate Law.pdf).) (2006) "Corporate Governance and Globalization (3 Volume Series)" London and Thousand Oaks. J. CA: SAGE.K. G. Julie. • Holton. Nell. • Easterbrook. R. Thomas & dela Rama. A Survey of Corporate Governance. Naughton (2007). (2007). Investor Suffrage Movement (http://www. Glyn A (2006). December 2004) ISBN • Crawford. CA: SAGE. Power and Ownership Structures among German Companies. J. Istanbul Bilgi University.O (1992). D.compliance-llc. Nell. Vrajlal K. A. Mert (2004) "The Correlation between Corporate Governance and Public Relations".com/power/contents. 38 (1): 1-36. 15–20. Thomas & dela Rama. and Daniel R. and A. Vishny (1997). ISBN • Erturk.de/vwl/forsch/veroeff/papers/ ddpie_179. Stettinius.pdf) • Murray.Corporate governance • Clarke.W.. H.com/home/papers/ suffrage. 14 . Allison.) (2009) "European Corporate Governance " London and New York: Routledge. Marie (eds. • Sapovadia.org/ Template. Financial Analysits Journal. Frank H. standards. Ismail. J. Fischel. 62 (6). F. 31 (2): 138-156. Jochen and Tydecks. Logan.. and J. ISBN 9780415405331 • Clarke.com/ IT_and_Information_Security_after_Sarbanes_Oxley. Calif: XCEO. • La Porta. and Minow. Lopez-De-Silanes. • Garrett. ISBN 978-1-4129-2899-1 • Clarke.. Corporate Ownership around the World. McConnell (2003). Patrick (2007). Karel (2004) Corporate Governance and Disappointment Review of International Political Economy. • Lekatis. amazon. Doyle. (http://www.tu-darmstadt.com/dp/B0013L4DZI) • New York Society of Securities Analysts. A Study in Corporate Governance: Strategic and Tactic Regulation (200 p) • World Business Council for Sustainable Development WBCSD (2004) Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes. • Skau.J. "Themes and Variations: The Convergence of Corporate Governance Practices in Major World Markets. Corporate Governance (Blackwell 2004) ISBN • Monks..G. 2003. International Corporate Governance. Available at SSRN: http://ssrn.pdf) • Monks. Robert A. Shleifer (1999).G. C.nyssa. • Hovey. and frameworks (http://www.. M. "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India" (January 2007). ISBN 978-1-4129-3589-0 • Colley. and T. Corporate Governance Handbook. What is Corporate Governance ? (McGraw-Hill. Abdullah. ISBN 0-976-90190-9 9780976901914 • Denis.thecorporatelibrary. A Survey of Enterprise Reforms in China: The Way Forward. Compliance & conviction: the evolution of enlightened corporate governance. Power and Accountability (HarperBusiness 1991). Jean-Francois (eds. 54 (2): 471-517. Int’l L..vwl.com/abstract=712461 • Shleifer. & Pol’y). A Network Analysis of Financial Linkages (http://www.cfm&TPLID=3& ContentID=499) • OECD (1999. J. and Minow. Thomas & Chanlat.cfm?Section=corp_gov_com&Template=/TaggedPage/TaggedPageDisplay. Journal of Finance.contingencyanalysis.) (2008) "Fundamentals of Corporate Governance (4 Volume Series)" London and Thousand Oaks. George IT and Information Security after Sarbanes-Oxley (http://www. Thomas (2007) "International Corporate Governance " London and New York: Routledge. and R. The Journal of Finance. 52 (2): 737-783. Marie (eds. Johal. 2004) Principles of Corporate Governance Paris: OECD) • Özekmekçi. Alan Revolt in the Boardroom (HarperBusiness 2007) (ISBN 0-06-088247-6) Remainder (http://www. Economic Systems.
org)]] • United States Proxy Exchange (http://proxyexchange.0.0.edu.corpgov.ca). Poland • The Samuel and Ronnie Heyman Center on Corporate Governance [[Benjamin N.iod.com/ portal/site/sp/en/ap/page.yale.heyman-center.Corporate governance wbcsd.product/equityresearch_gamma/2.standardandpoors.ccg.ecgi.org/GovernanceReports/) ] .com/corporategovernance) • The Millstein Center for Corporate Governance and Performance at the [[Yale School of Management (http:// millstein. stanford. William (2009). Sussex Academic Press.udel.uk/subjects/corpstrtgy/corpgov/) • European Corporate Governance Institute (ECGI) (http://www.0.uts.edu/centers/ ccg)]] • World Bank Corporate Governance Reports (http://rru.lerner.0.1. conflictandcreativityatwork.anu.edu. 2008. 15 External links • Standard & Poor's Governance Services (GAMMA Governance Scores) (http://www2.edu.au/)]] • Chartered Institute of Personnel and Development (CIPD) resources on corporate governance (http://www.edu/)]] • Kozminski Center for Corporate Governance (http://www.5. co.worldbank.1.0. " Conflict and Creativity at Work: Human Roots of Corporate Life (http://www.pl/) at Kozminski University.0.0. Cardozo School of Law (http:/ /www. Australia • Weinberg Center for Corporate Governance [[University of Delaware (http://www. fec.0.org/) • UTS Centre for Corporate Governance (http://www.edu/program/centers/rcfcg/)]] • Corporations.13.org/) • The Harvard Law School Program on Corporate Governance (http://www.0.cipd.edu/programs/ olin_center/corporate_governance/) • Institute of Directors (http://www.harvard. How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence.org/Plugins/DocSearch/details.law.asp?DocTypeId=25&ObjectId=MTIwNjg) • Low. Albert. Governance & Society Research Group at The [[Australian National University (http://corpgov.law.0. New York: Edwin Mellen. ISBN 978-1-84519-272-3 • Sun.0.som.gcgf.au) at the University of Technology Sydney.org) • Global Corporate Governance Forum (http://www. ISBN 9780773438637.html) • Arthur and Toni Rembe Rock Center for Corporate Governance at [[Stanford University (http://www.
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