This action might not be possible to undo. Are you sure you want to continue?
Not to be confused with a corporate state, a corporative government rather than the government of a corporation Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, the board of directors, executives, employees, customers, creditors, suppliers, and the community at large. Corporate governance is a multi-faceted subject. An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal-agent problem. A related but separate thread of discussions focuses on the impact of a corporate governance system in economic efficiency, with a strong emphasis on shareholders' welfare. There are yet other aspects to the corporate governance subject, such as the stakeholder view and the corporate governance models around the world (see section 9 below). There has been renewed interest in the corporate governance practices of modern corporations since 2001, particularly due to the high-profile collapses of a number of large U.S. firms such as Enron Corporation and MCI Inc. (formerly WorldCom). In 2002, the U.S. federal government passed the Sarbanes-Oxley Act, intending to restore public confidence in corporate governance.
It is common to suggest that corporate governance lacks definition. As a subject, corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. Many of the "definitions" of corporate governance are merely descriptions of practices or preferred orientations. For example, many authors describe corporate governance in terms of a system of structuring, operating and controlling a company with a view to achieve long term strategic goals to satisfy shareholders, creditors, employees, customers and suppliers, and complying with the legal and regulatory requirements, apart from meeting environmental and local community needs. However, there is substantial interest in how external systems and institutions, including markets, influence corporate governance. Report of SEBI committee (India) on Corporate Governance defines corporate governance as the acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the shareholders. It is about commitment to values, about ethical business conduct and about making a distinction between personal & corporate funds in the management of a company.” The definition is drawn from the Gandhian principle of trusteeship and the Directive Principles of the Indian Constitution. Corporate Governance is viewed as business ethics and a moral duty. See also Corporate Social Entrepreneurship regarding employees who are driven by their sense of integrity (moral conscience) and duty to society. This notion stems from traditional philosophical ideas of virtue (or self governance)  and represents a "bottom-up" approach to corporate governance (agency) which supports the more obvious "top-down" (systems and processes, i.e. structural) perspective.
by the unrestrained issuance of stock options. not infrequently back dated). Berle and Means' monograph "The Modern Corporation and Private Property" (1932. as a way of ensuring that corporate value would not be destroyed by the now traditionally cozy relationships between the CEO and the board of directors (e. Agency theory's dominance was highlighted in a 1989 article by Kathleen Eisenhardt ("Agency theory: an assessement and review". 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. Honeywell) by their boards. Chandler. (business history). In the UK. The California Public Employees' Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before). 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. and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law. the corporate bylaws. 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. wealth. and Gardiner C. Shareholders can initiate 'precatory proposals' on various initiatives. the following Harvard Business School management professors published influential monographs studying their prominence: Myles Mace (entrepreneurship). Academy of Management Review). and Delaware law since Delaware. Edwin Dodd. was the domicile for the majority of publicly-traded corporations. shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws. History . however. According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors.S. the issue of corporate governance in the U. corporate directors’ duties have expanded greatly beyond their traditional legal responsibility of duty of loyalty to the corporation and its shareowners. the analogous corporate constitutional documents (the memorandum and articles of association) can be modified by a supermajority (75%) of shareholders. have historically been rejected by the board of directors.Corporate governance 2 Legal environment In the United States. even for several consecutive years.United States In the 19th century. and because the US's wealth has been increasingly securitized into various corporate entities and institutions. broad efforts to reform corporate governance have been driven. . US expansion after World War II through the emergence of multinational corporations saw the establishment of the managerial class. Eugene Fama and Michael Jensen's "The Separation of Ownership and Control" (1983. corporations are governed under common law. Fifty years later. From the Chicago school of economics. therefore. the rights of individual owners and shareholders have become increasingly derivative and dissipated.g. Individual rules for corporations are based upon the corporate charter and. as of 2004. Alfred D. Means pondered on the changing role of the modern corporation in society.g. Over the past three decades. In the 20th century in the immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle. Precatory proposals which have received majority support from shareholders. to make corporate governance more efficient. received considerable press attention due to the wave of CEO dismissals (e. Jr. in part.S. Bold. In the first half of the 1990s. less authoritatively. Accordingly.." Since the late 1970’s. and around the globe. In the United States. the Model Business Corporation Act. Kodak. Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior). but the results are nonbinding. by the needs and desires of shareowners to exercise their rights of corporate ownership and to increase the value of their shares and. corporate governance has been the subject of significant debate in the U.: IBM. Macmillan) continues to have a profound influence on the conception of corporate governance in scholarly debates today.
Lane provides companies and their directors. "Representing Corporate Officers and Directors. there has been a concurrent lapse in the oversight of large corporations. Role of institutional investors Many years ago.0% in annualised market cap growth over a three-year horizon. these statistics do not reveal the full extent of the practice. of which there are many). AOL. 3 Impact of Corporate Governance The positive effect of corporate governance on different stakeholders ultimately is a strengthened economy. Program trading.g. mutual funds. However this growth occurred primarily by way of individuals turning over their funds to 'professionals' to manage. which are now almost all owned by large institutions. and hence good corporate governance is a tool for socio-economic development. In the early 2000s.  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 Board of Directors of large corporations used to be chosen by the principal shareholders.) Unfortunately. See Quantity and display instructions under last reference. This is reflected in the passage of the Sarbanes-Oxley Act of 2002. Arthur Andersen. to an additional 5. 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. who usually had an emotional as well as monetary investment in the company (think Ford). rules and responsibilities in response to the avalanche of corporate accounting scandals. led to increased shareholder and governmental interest in corporate governance. buyers and sellers of corporation stocks were individual investors. such as wealthy businessmen or families. In this way. and other financial institutions). the massive bankruptcies (and criminal malfeasance) of Enron and Worldcom. corporate governance positively affects some key performance indicators.  With the goal of promoting positive social change. brokers.2% in annualised sales growth and 7. banks. hedge funds. because of so-called 'iceberg' orders. Over time. and the Board diligently kept an eye on the company and its principal executives (they usually hired and fired the President. the East Asian Financial Crisis saw the economies of Thailand. The lack of corporate governance mechanisms in these countries highlighted the weaknesses of the institutions in their economies." was first published in 1987. as well as lesser corporate debacles. Marc Lane's  book on best corporate governance practices. markets have become largely institutionalized: buyers and sellers are largely institutions (e. averaged over 80% of NYSE trades in some months of 2007. auditors and shareholders with insights for the compliance of new legislation.. . worldwide. on average. insurance companies. Malaysia and The Philippines severely affected by the exit of foreign capital after property assets collapsed.  (Moreover. Tyco. such as in mutual funds. 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). pension funds. Global Crossing. such as Adelphia Communications . 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. the hallmark of institutional trading.Corporate governance In 1997. Indonesia.  The new version is updated annually with the most recent supplement for the year 2010. other investor groups. The rise of the institutional investor has brought with it some increase of professional diligence which has tended to improve regulation of the stock market (but not necessarily in the interest of the small investor or even of the naïve institutions.who often had a vested. personal and emotional interest in the corporations whose shares they owned. officers.  On the microlevel. South Korea. A one-notch positive difference on S&P’s governance scoring scale corresponded. In a study  by Standard & Poor's Governance Services  analysts back-tested the correlations of S&P’s with corporate performance. exchange-traded funds.
etc. Korean chaebol 'groups') . but rarely. A board of directors often plays a key role in corporate governance. 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. a system of corporate governance controls is implemented to assist in aligning the incentives of managers with those of shareholders. With the significant increase in equity holdings of investors. 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. Finally. whereas stock in the USA or the UK and Europe are much more broadly owned. Occasionally. the largest pools of invested money (such as the mutual fund 'Vanguard 500'. creditors.) are designed simply to invest in a very large number of different companies with sufficient liquidity. But. shareholders and Auditors). Stock market index options . Not all are qualities unique to enterprises with retained family interests.) has soared." Since 1996.g. often still by large individual investors. 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. "poison pill" measures. 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). aka. such as officers of the corporation or business colleagues. based on the idea that this strategy will largely eliminate individual company financial or other risk and. Forget the celebrity CEO. the ownership of stocks in markets around the world varies. the Chief Executive Officer. for example. develop directional policy. supervise and remunerate senior executives and to ensure accountability of the organization to its owners and authorities. Nowadays. appoint. the interests of most investors are now increasingly rarely tied to the fortunes of individual corporations." See also. therefore. So. 4 Parties to corporate governance Parties involved in corporate governance include the regulatory body (e. It is their responsibility to endorse the organization's strategy. and may be made up primarily of their friends and associates. these investors have even less interest in a particular company's governance. there has been an opportunity for a reversal of the separation of ownership and control problems because ownership is not so diffuse. is blood lines.g. Even as the purchase of individual shares in any one corporation by individual investors diminishes. [BusinessWeek has found]. exchange-traded funds (ETFs). The shareholder delegates decision rights to the manager to act in the principal's best interests.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. Since the (institutional) shareholders rarely object. Since the marked rise in the use of Internet transactions from the 1990s. the sale of derivatives (e. . This separation of ownership from control implies a loss of effective control by shareholders over managerial decisions. 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. "BW identified five key ingredients that contribute to superior performance. "Revolt in the Boardroom." by Alan Murray.. or the largest investment management firm for corporations. One of the biggest strategic advantages a company can have. Partly as a result of this separation between the two parties. institutional investors support shareholder resolutions on such matters as executive pay and anti-takeover. management. the board of directors. Other stakeholders who take part include suppliers. State Street Corp. The Board is now mostly chosen by the President/CEO. customers and the community at large. "Look beyond Six Sigma and the latest technology fad. this superior performance amounts to 8% per year.Corporate governance or Chief Executive Officer— CEO)."  In that last study.
It is important to understand. Commonly accepted principles of corporate governance include: • Rights and equitable treatment of shareholders: Organizations should respect the rights of shareholders and help shareholders to exercise those rights. performance orientation. There are issues about the appropriate mix of executive and non-executive directors. senior executives should conduct themselves honestly and ethically. especially concerning actual or apparent conflicts of interest. • Integrity and ethical behaviour: Ethical and responsible decision making is not only important for public relations. 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. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear. is a high ranking professional who is trained to uphold the highest standards of corporate governance. 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 . They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings. and disclosure in financial reports. factual information. while shareholders receive capital return. • 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. but it is also a necessary element in risk management and avoiding lawsuits. social and other forms of capital. A key factor is an individual's decision to participate in an organization e. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. many organizations establish Compliance and Ethics Programs to minimize the risk that the firm steps outside of ethical and legal boundaries. In particular. Directors. through providing financial capital and trust that they will receive a fair share of the organizational returns. in the effective performance of the organization.g. mutual respect. benefits and reputation. though. suppliers receive compensation for their goods or services. All parties to corporate governance have an interest. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. responsibility and accountability. human. trust and integrity.Corporate governance The Company Secretary. Customers receive goods and services. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. In return these individuals provide value in the form of natural. effective operations. 5 Principles Key elements of good corporate governance principles include honesty. that reliance by a company on the integrity and ethics of individuals is bound to eventual failure. Because of this. compliance and administration. • 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. 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). and commitment to the organization. openness. workers and management receive salaries. whether direct or indirect. If some parties are receiving more than their fair return then participants may choose to not continue participating leading to organizational collapse. • Interests of other stakeholders: Organizations should recognize that they have legal and other obligations to all legitimate stakeholders.
Examples include: • Monitoring by the board of directors: The board of directors. Moreover. and the commitment to run a transparent organization.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 quite some time it was confined only to corporate management. Different board structures are optimal for different firms. safeguards invested capital. with its legal authority to hire. Whilst non-executive directors are thought to be more independent. For example. discussed and avoided. audit committee. . remains an ambiguous and often misunderstood phrase. It is something much broader. • Internal control procedures and internal auditors: Internal control procedures are policies implemented by an entity's board of directors. wrote: "The Board is responsible for the successful perpetuation of the corporation. That responsibility cannot be relegated to management. • Remuneration: Performance-based remuneration is designed to relate some proportion of salary to individual performance. 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. therefore. Corporate governance must go well beyond law. 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. operating efficiency. the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment). One group may propose company-wide administrative changes. efficient and transparent administration and strive to meet certain well defined. ex ante. a former member of the General Motors board of directors. employees) outside the three groups are being met. The quantity. management. shareholders. Smale." However it should be noted that a corporation should cease to exist if that is in the best interests of its stakeholders. fire and compensate top management. the ability of the board to monitor the firm's executives is a function of its access to information.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. Regular board meetings allow potential problems to be identified. 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. require that the President be a different person from the Treasurer. and other personnel to provide reasonable assurance of the entity achieving its objectives related to reliable financial reporting. they may not always result in more effective corporate governance and may not increase performance. written objectives. It may be in the form of cash or non-cash payments such as shares and share options. quality and frequency of financial and managerial disclosure. that executive directors look beyond the financial criteria. another group review and can veto the changes. Internal corporate governance controls Internal corporate governance controls monitor activities and then take corrective action to accomplish organisational goals. This application of separation of power is further developed in companies where separate divisions check and balance each other's actions. John G. and a third group check that the interests of people (customers. An ideal control system should regulate both motivation and ability. for it must include a fair. That is not so." despite some feeble attempts from various quarters. an independent third party (the external auditor) attests the accuracy of information provided by management to investors. Perpetuation for its own sake may be counterproductive. and compliance with laws and regulations. It could be argued.
and rely on auditors' competence. criteria for recognition. However. the partner in charge of auditing. Examples include: • • • • • • • competition debt covenants demand for and assessment of performance information (especially financial statements) government regulations managerial labour market media pressure takeovers Systemic problems of corporate governance • Demand for information: In order to influence the directors. The power of the corporate client to initiate and terminate management consulting services and. however. the efficient market hypothesis (EMH) asserts that financial markets are efficient). One area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. This should. be corrected by the working of the external auditing process. to select and dismiss accounting firms contradicts the concept of an independent auditor. Accountants and auditors are the primary providers of information to capital market participants. which suggests that the small shareholder will free ride on the judgements of larger professional investors. In the extreme. Imperfections in the financial reporting process will cause imperfections in the effectiveness of corporate governance. and can elicit myopic behaviour. 7 External corporate governance controls External corporate governance controls encompass the controls external stakeholders exercise over the organisation. the third party was an entity in which Enron had a substantial economic stake. Such incentive schemes. 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. more fundamentally. . The directors of the company should be entitled to expect that management prepare the financial information in compliance with statutory and ethical obligations. The Enron collapse is an example of misleading financial reporting. This may result in a conflict of interest which places the integrity of financial reports in doubt due to client pressure to appease management. 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. • Monitoring costs: A barrier to shareholders using good information is the cost of processing it. ideally. In discussions of accounting practices with Arthur Andersen. 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. Enron concealed huge losses by creating illusions that a third party was contractually obliged to pay the amount of any losses. 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. especially to a small shareholder. it can involve non-disclosure of information.Corporate governance superannuation or other benefits. • 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. Role of the accountant Financial reporting is a crucial element necessary for the corporate governance system to function effectively. Similar provisions are in place under clause 49 of SEBI Act in India. The traditional answer to this problem is the efficient market hypothesis (in finance.
 .Corporate governance However. 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. 8 Regulation Rules versus principles Rules are typically thought to be simpler to follow than principles. most of the time. risk and compliance solutions available to capture information in order to evaluate risk and to identify gaps in the organization’s principles and processes. Nevertheless. however. At the same time. They are more likely to be supportive of the senior management team. It allows the sector to determine what standards are acceptable or unacceptable. 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. Rules also reduce discretion on the part of individual managers or auditors. as well as smaller companies. They lead by example. Principles on the other hand is a form of self regulation. They both deter bad actors and level the competitive playing field. Unlike traditional boards. Unlike standard boards that aim to comply with regulations. complex companies. enlightened boards regard compliance with regulations as merely a baseline for board performance. this is largely a theoretical. They do not need Sarbanes-Oxley to mandate that they protect values and ethics or monitor CEO performance. In practice rules can be more complex than principles. Moreover. 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. Enlightened directors go far beyond merely meeting the requirements on a checklist. enlightened boards do not feel hampered by the rules and regulations of the Sarbanes-Oxley Act. one can still find a way to circumvent their underlying purpose . demarcating a clear line between acceptable and unacceptable behaviour. 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. greater enforcement is not always better. Overall. the enlightened board is aligned on the critically important issues facing the company. Enforcement Enforcement can affect the overall credibility of a regulatory system. Enlightened boards can be found in very large. Action Beyond Obligation Enlightened boards regard their mission as helping management lead the company. for taken too far it can dampen valuable risk-taking. It also pre-empts over zealous legislations that might not be practical. even if clear rules are followed. good financial reporting is not a sufficient condition for the effectiveness of corporate governance if users don't process it. In practice. or if the informed user is unable to exercise a monitoring role due to high costs (see Systemic problems of corporate governance above). They may be ill-equipped to deal with new types of transactions not covered by the code. rather than treat them as separate entities. There are various integrated governance. risk. as opposed to a real.
directors have to cover more of their own legal bills and are frequently sued by bankruptcy trustees as well as investors. Perverse incentives have pervaded many corporate boards in the developed world. Other duties of the board may include policy setting. since after a filing. Another proposal is for the government to allow poorly-managed businesses to go bankrupt. monitoring management's performance. The liberal model of corporate governance encourages radical innovation and cost competition. the main problem is the conflict of interest between widely-dispersed shareholders and powerful managers.S. a corporation is governed by a board of directors. customers. which some see as a conflict of interest. This can lead to "self-dealing". but are merely asked to rubberstamp the nominees of the sitting board. In the United States. However. individual shareholders are not offered a choice of board nominees among which to choose. Each model has its own distinct competitive advantage. Anglo-American Model There are many different models of corporate governance around the world. usually known as the chief executive officer. 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.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. and the community. normally. In the United States. In Europe. there is a considerable variation in corporate governance models around the world. whereas the coordinated model of corporate governance facilitates incremental innovation and quality competition. such as hiring his/her immediate subordinates. with board members beholden to the chief executive whose actions they are intended to oversee. where the controlling families favor subsidiaries for which they have higher cash flow rights. but needs to get board approval for certain major actions. raising money. recent approach to governance issues and what has happened in the UK. there are important differences between the U. members of the boards of directors are CEOs of other corporations. . The CEO has broad power to manage the corporation on a daily basis. The board of directors is nominally selected by and responsible to the shareholders. The liberal model that is common in Anglo-American countries tends to give priority to the interests of shareholders. The intricated shareholding structures of keiretsus in Japan. Frequently. managers. acquiring another company. major capital expansions. 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. These differ according to the variety of capitalism in which they are embedded. which has the power to choose an executive officer. or corporate control. the heavy presence of banks in the equity of German firms . The coordinated model that one finds in Continental Europe and Japan also recognizes the interests of workers. suppliers. or other expensive projects. decision making. 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.
For example. where not. it still considers its provisions and several prominent Delaware justices. . the guidelines issued by associations of directors (see Section 3 above). in other words. For example. This was revised in 2004. by their stock exchange. companies quoted on the London and Toronto Stock Exchanges formally need not follow the recommendations of their respective national codes. may have a wider multiplying effect prompting other companies to adopt similar documents and standards of best practice. and in 2004 created an Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes. The highest number of companies are incorporated in Delaware. although the codes linked to stock exchange listing requirements may have a coercive effect.Corporate governance 10 Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges. For example. 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 ). a "snap-shot" of the landscape and a perspective from a think-tank/professional association on a few key codes. including more than half of the Fortune 500. private sector associations and more than 20 national corporate governance codes. they should provide explanations concerning divergent practices. The OECD remains a proponent of corporate governance principles throughout the world. In the United States. Norman Veasey . or associations (institutes) of directors and managers with the support of governments and international organizations. other international organisations. The GM Board Guidelines reflect the company’s efforts to improve its own governance capacity. participate on ABA committees. compliance with these governance recommendations is not mandated by law. Building on the work of the OECD. and frameworks . However. or should they create governance guidelines that ascend to the level of best practice. standards and frameworks relevant to the sustainability agenda. including former Delaware Supreme Court Chief Justice E. do they merely try to supersede the legal threshold. 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.  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. standards. corporations. however. While Delaware does not follow the Act. One issue that has been raised since the Disney decision in 2005 is the degree to which companies manage their governance responsibilities. particularly on accountability and reporting . Such disclosure requirements exert a significant pressure on listed companies for compliance. Such documents. As a rule. Most states' corporate law generally follow the American Bar Association's Model Business Corporation Act . institutional investors.This document aims to provide general information. if they are public. they must disclose whether they follow the recommendations in those documents and. One of the most influential guidelines has been the 1999 OECD Principles of Corporate Governance. companies are primarily regulated by the state in which they incorporate though they are also regulated by the federal government and.
Antunovich et al. ownership structures are identified by using some observable measures of ownership concentration (i. Remuneration/Compensation The results of previous research on the relationship between firm performance and executive compensation have failed to find consistent and significant relationships between executives' remuneration and firm performance. and external and internal monitoring devices may be more effective for some than for others. The following examples are illustrative. while other researchers found that the relationship between share ownership and firm performance was dependent on the level of ownership. Board composition Some researchers have found support for the relationship between frequency of meetings and profitability. while others found no relationship between external board membership and profitability. Not all firms experience the same levels of agency conflict.Corporate governance 11 Ownership structures Ownership structures refers to the various patterns in which shareholders seem to set up with respect to a certain group of firms. The size of the premium varied by market. Other studies have linked broad perceptions of the quality of companies to superior share price performance. and webs. Low average levels of pay-performance alignment do not necessarily imply that this form of governance control is inefficient. It is a tool frequently employed by policy-makers and researchers in their analyses of corporate governance within a country or business group. cross-share holdings. found that those "most admired" had an average return of 125%. undertook formal evaluation of its directors. concentration ratios) and then making a sketch showing its visual representation. However. rather than the short-term. who had no management ties. research into the relationship between specific corporate governance controls and some definitions of firm performance has been mixed and often weak. rings. And ownership can be changed by the stakeholders of the company. Egypt and Russia). whenever possible. Generally. Others have found a negative relationship between the proportion of external directors and profitability. Some argue that firm performance is positively associated with share option plans and that these plans direct managers' energies and extend their decision horizons toward the long-term. They defined a well-governed company as one that had mostly out-side directors. It is unlikely that board composition has a direct impact on profitability. In a recent paper Bhagat and Black found that companies with more independent boards are not more profitable than other companies. On the other hand.e. McKinsey found that 80% of the respondents would pay a premium for well-governed companies. In a separate study Business Week enlisted institutional investors and 'experts' to assist in differentiating between boards with good and bad governance and found that companies with the highest rankings had the highest financial returns. whilst the 'least admired' firms returned 80%. one measure of firm performance. Some examples of ownership structures include pyramids. In a study of five year cumulative returns of Fortune Magazine's survey of 'most admired firms'. to locate the ultimate owner of a particular group of firms. Corporate governance and firm performance In its 'Global Investor Opinion Survey' of over 200 institutional investors first undertaken in 2000 and updated in 2002. and less interested in the welfare of their shareholders. that point of view came under substantial criticism circa in the wake of various security . Some researchers have found that the largest CEO performance incentives came from ownership of the firm's shares. and was responsive to investors' requests for information on governance issues. from 11% for Canadian companies to around 40% for companies where the regulatory backdrop was least certain (those in Morocco. The results suggest that increases in ownership above 20% cause management to become more entrenched. performance of the company. The idea behind the concept of ownership structures is to be able to understand the way in which shareholders interact with firms and.
the backdating of option grants as documented by University of Iowa academic Erik Lie and reported by James Blander and Charles Forelle of the Wall Street Journal. "Representing corporate officers and directors" (http:/ / www.S. html  http:/ / www.13.5.0.S. Inc. A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed. 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/attorneys/60601-il-marc-lane-1132572.html "Marc Jay Lane" (http:/ / www. cfm?abstract_id=387940). xceo.0. Amazon.S.0. northwestern.  Oleg Shvyrkov & Elena Pastoukhova (2010).1. New York: Business Wire. com/ portal/ site/ sp/ en/ ap/ page. Corporate Boardroom. (2007). com/ wp-dyn/ articles/ A39143-2004Jul9.  Staff Writer (2005). cfm?Spea_ID=955). .. . use of options faced various criticisms. 22 May 2006).0. Avvo. Standard & Poors 500 companies surged to a $500 billion annual rate in late 2006 because of the impact of options. . "Representing Corporate Officers and Directors (Business Practice Library) (Hardcover)" (http:/ / www. .  Staff Editors (13 October 2004). org/ publications/ archives/ display-journal-issue.0. Retrieved 28 May 2009. org/ b/ OL3308939M/ Representing-corporate-officers-and-directors).0.0. harrywalker. Penguin. corporate stock buybacks for U. allbusiness.Corporate governance scandals including mutual fund timing episodes and.  Penn. Retrieved 12 May 2009. LANE AND ITS FINANCIAL-SERVICES AFFILIATES JOIN UNITED NATIONS' GLOBAL COMPACT" (http:/ / www. org/ isbn/ 0735550964). ssrn. Standard & Poor's. Amazon. WorldCat. com/ sol3/ papers. 2000-2009)" (http:/ / www2.0. "The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan. Retrieved 1 June 2010. "THE LAW OFFICES OF MARC J. Lane to Its Roster of Renowned Business Speakers. These authors argued that. ed. com/ cgi/ ClientLogin. ). doctoral dissertation. amazon.0. A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs. amazon. in part. Inc. Numerous authorities (including U. nhbar.. com/ speaker/ Marc-Lane. Retrieved 1 June 2009. credit-suisse.  Staff Writer (2009). J (2006) Company Law. Harvard Law Review. worldcat. product/ equityresearch_gamma/ 2. asp?id=13  SSRN-Good Corporate Governance: An Instrument for Wealth Maximisation by Vrajlal Sapovadia (http:/ / papers. "Marc J. standardandpoors. London. com/ sol3/ papers. Rabinow. The Reform of Corporate Governance: Major Trends in the U. law.1. com/ Representing-Corporate-Officers-Directors-Business/ dp/ 0471817880/ ref=sr_1_1?ie=UTF8& s=books& qid=1243963050& sr=1-1). product/ equityresearch_gamma/ 2.  http:/ / www2. Avvo. php?submenu=About_Founder& src=gendocs& ref=AboutOurFounder& category=About  Staff Writer (2009). Impassioned.0.0." (http:/ / www.0. cfm?abstract_id=955289)  http:/ / marcjlane. com/ Representing-Corporate-Officers-Directors-Marc/ dp/ 0735550964/ ref=pd_rhf_p_img_1). Northwestern Law. New York. Retrieved 28 May 2009. (http:/ / www. edu/ news/ article_full. Retrieved 2 June 2005.5. com/ research/ en/  http:/ / www. . Even before the negative influence on public opinion caused by the 2006 backdating scandal.0.com. com/ company-activities-management/ business-ethics/ 5478580-1.  The Harry Walker Agency.6.0.. standardandpoors. 12 References  For a good overview of the different theoretical perspectives on corporate governance see Chapter 15 of Dignam. html  http:/ / www.13. cfm?eventid=2761). Retrieved 2 June 2009. Retrieved 1 June 2009. html). washingtonpost. The Case for Increasing Shareholder Power (http:/ / papers. A compendium of academic works on the option/buyback issue is included in the study Scandal  by author M.  Staff Editors (Jan 1987)..0. Gumport  issued in 2006.  Bebchuck LA. Avvo. Subjectivity and Truth: Essential Works of Foucault 1954 – 1984 Volume One P. (2004). com/ index. 2000. htm . Oxford University Press ISBN 978-0-19-928936-3  Foucault.. "Representing corporate officers and directors" (http:/ / openlibrary.  Crawford. programtrading. Lane" (http:/ / www. (Monday. php)  http:/ / www. .0.  Staff Writer (2005). com/ portal/ site/ sp/ en/ ap/ page.com/attorneys/60601-il-marc-lane-1132572. The Harry Walker Agency.0. Ethics. "Representing Corporate Officers & Directors (Ring-bound)" (http:/ / www. Curtis J.1. ssrn. Capella University.0.0. asp?  http:/ / www.0. in particular. . Federal Reserve Board economist Weisbenner) determined options may be employed in concert with stock buybacks in a manner contrary to shareholder interests.html. Retrieved 28 May 2009. . net/ about_us/ crawford_dissertation.0. html). com/ magazine/ content/ 03_45/ b3857002. 1977-1997. Michael (19 July 2006). "Harry Walker Agency Adds Marc J.com.0. M. A and Lowry. businessweek.
FMG CG Working Paper 001. Ailsa Röell. Zimmerman. wbcsd.  Theyrule. Bruno. Wall Street Journal. Corporate Governance Disclosure" (http:/ / www.K. updated August 2004). pdf). Sir Adrian. James A. org/ en/ docs/ iteteb20063_en. Stijn. tu-darmstadt.1257/jep. . Gee and Co Ltd. Simeon & Lang. Christophe. moneyglossary. European.1. Klug and Jerold L. Asian and Contemporary Corporate Governance" London and New York: Routledge. asp?intItemID=2920& lang=1). org/ includes/ getTarget. Thomas (ed.Corporate governance  http:/ / invest-faq. Moscow. pdf)  Gillespie. Sridhar. "The Code of Best Practice". de/ vwl/ forsch/ veroeff/ papers/ ddpie_179. doi:10. John (January 12. Managerial Economics & Organizational Architecture. org/ articles/ 1397.php?pubid=1&wsid=1&wpdid=1308) • Becht. ECGI . org/ Templates/ Page. Sir Adrian.com/abstract=343461) • Brickley. xceo. Dec07_final. Vernadat. Journal of Financial Economics. 2010). Retrieved 2008-11-09. com/ article/ SB10001424052748704130904574644153816967962.org/codes) • Cadbury. ISBN • Feltus. HBR (2000). Hitting the Boards (http:/ / online. asp?DocTypeId=25& ObjectId=MTIwNjg  http:/ / ssrn. (2009)." London and New York: Routledge. asp?type=p& id=MTE0OA& doOpen=1& ClickMenu=LeftMenu  http:/ / www. Pg 13. pdf  TD/B/COM. "Corporate governance reforms in Continental Europe" (http:/ / www. Anglo-American. "Corporate Governance: Brussels". Refining the Notion of Responsibility in Enterprise Engineering to Support Corporate Governance of IT . ISBN 0-415-32308-8 • Clarke. org/ buslaw/ library/ onlinepublications/ mbca2002. unctad. Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions. org/ files/ downloads/ Corporate_Governance_Reforms_in_Continental_Europe. UNCTAD. (http://ssrn. wbcsd. William S.ecgi. gov/ chancery  http:/ / www. 1992.: is the comply-or-explain working?" (December 2005). Patrick Bolton. Djankov. Kuckreja. Proceedings of the 13th IFAC Symposium on Information Control Problems in Manufacturing (INCOM'09). bwl. Available online from (http://www.  http:/ / www. abanet. com/ articles/ deriv-option-basics. unctad.  James Freeman (January 12. • Claessens. akingump. pdf)  "International Standards of Accounting and Reporting. Petit. asianresearch..117. org/ Plugins/ DocSearch/ details.Finance Working Paper No. Harvard Business School Press. Free Press. ISBN 978-1416559931.uk/ publications/searchdetail. org/ en/ docs/ c2isard31_en. com/ ?w=Cross-holdings  http:/ / www. Directors_Monthly.  Bhagat & Black. 58: 81-112 • Clarke. (http:/ / www. . com/ enormanveasey/  The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility. Vol. html  http:/ / www. (http://fmg. "The Uncertain Relationship Between Board Composition and Firm Performance".  http:/ / www. "Corporate Governance and Control" (October 2002. com/ docs/ publication/ 795. net)  http:/ / courts. "Corporate Governance in the U. 02/2002.) (2004) "Critical Perspectives on Business and Management: 5 Volume Series on Corporate Governance .P.net (http:/ / theyrule. wsj. ISBN 1-57851-237-9. François. “Enlightened Boards: Action Beyond Obligation”. weil. (2007). Aug 2005 (http:/ / www. delaware. com/ abstract=927111  http:/ / ssrn. ISBN 0-415-32910-8 . (2000) The Separation of Ownership and Control in East Asian Corporations. Valentina and Antoine Faure-Grimaud. pdf  Enriques L. unctad. Report of the Committee on the Financial Aspects of Corporate Governance. pdf)  http:/ / www.21. Harvard Business Review "On Corporate Governance". 31Number 12 (2007). tkyd.Genesis. Marco.2/ISAR/31 (http:/ / www. 1996. html  Harvard Business Review. Michael. net/ admin/ files/ events/ Crawford. Brussels. html). 2010). Larry H. Thomas (ed.ac. pdf  http:/ / www.lse. com/ author=665434 13 Further reading • Arcot.) (2004) "Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance. Instituut voor Bestuurders. Russia • Cadbury. Volpin P. Retrieved 2009-08-13. Akin Gump. 54 Business Lawyer)  Generally Accepted Accounting Principles (GAAP)  National Association of Corporate Directors (NACD) – Directors Monthly. Journal of Economic Perspectives 21 (1): 117–140.
Nell.G. • La Porta. Abdullah. Nell. Fischel.G. 38 (1): 1-36.com/abstract=712461 • Shleifer. December 2004) ISBN • Crawford. Ismail.thecorporatelibrary. McConnell (2003). 2004) Principles of Corporate Governance Paris: OECD) • Özekmekçi. A Survey of Corporate Governance. Calif: XCEO. Istanbul Bilgi University. and Minow." 32 Denv. A. M. The Journal of Finance. Corporate Ownership around the World. R. and frameworks (http://www. 52 (2): 737-783. "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India" (January 2007).) (2009) "European Corporate Governance " London and New York: Routledge. • Skau. Robert A. H.J. (2007). J. standards. J. 14 . and J. Karel (2004) Corporate Governance and Disappointment Review of International Political Economy. 31 (2): 138-156. • Lekatis. CA: SAGE.tu-darmstadt. Power and Accountability (HarperBusiness 1991). Shleifer (1999). Sukhdev and Williams.com/ IT_and_Information_Security_after_Sarbanes_Oxley.pdf) • Monks. Glyn A (2006).pdf). ISBN 0-415-32309-6 • Clarke. Available at SSRN: http://ssrn. Lopez-De-Silanes. & Pol’y). Santa Clara. ISBN • Erturk. Johal. Thomas (2007) "International Corporate Governance " London and New York: Routledge.K. full text available online (http://www.html) • Moebert.W. 54 (2): 471-517.com/home/papers/ suffrage. Journal of Finance..) (2006) "Corporate Governance and Globalization (3 Volume Series)" London and Thousand Oaks. Patrick (2007). • Easterbrook. D. Economic Systems. J. The Economic Structure of Corporate Law. F. amazon. 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.. Thomas & dela Rama. 15–20. Stettinius. ISBN 0-976-90190-9 9780976901914 • Denis. G. Froud. Alan Revolt in the Boardroom (HarperBusiness 2007) (ISBN 0-06-088247-6) Remainder (http://www. 62 (6). Allison.cfm&TPLID=3& ContentID=499) • OECD (1999. and Daniel R. Investor Suffrage Movement (http://www. W.compliance-llc. J.vwl. Marie (eds. Corporate Governance (Blackwell 2004) ISBN • Monks. (http://www. and A.Corporate governance • Clarke.) (2008) "Fundamentals of Corporate Governance (4 Volume Series)" London and Thousand Oaks. Jochen and Tydecks. A Network Analysis of Financial Linkages (http://www.contingencyanalysis. George IT and Information Security after Sarbanes-Oxley (http://www. Journal of Financial and Quantitative Analysis. and Minow. Int’l L.. 2003. Financial Analysits Journal.. Mert (2004) "The Correlation between Corporate Governance and Public Relations". CA: SAGE.. • Garrett. Marie (eds. and T.nyssa. Doyle. ISBN 978-1-4129-2899-1 • Clarke. International Corporate Governance..O (1992).pdf) • Murray. Logan. Corporate Governance Handbook. C. Vrajlal K.cfm?Section=corp_gov_com&Template=/TaggedPage/TaggedPageDisplay. Vishny (1997). 11 (4): 677-713. Compliance & conviction: the evolution of enlightened corporate governance. and R. Julie. Jean-Francois (eds. • Hovey. A Survey of Enterprise Reforms in China: The Way Forward.com/power/contents. Frank H. ISBN 978-1-4129-3589-0 • Colley. • Sapovadia. • Holton. What is Corporate Governance ? (McGraw-Hill. ISBN 9780415405331 • Clarke. Thomas & Chanlat. Naughton (2007). Power and Ownership Structures among German Companies. "Themes and Variations: The Convergence of Corporate Governance Practices in Major World Markets.com/dp/B0013L4DZI) • New York Society of Securities Analysts. Thomas & dela Rama. Robert A.de/vwl/forsch/veroeff/papers/ ddpie_179.org/ Template.
stanford.udel. Albert.1.com/ portal/site/sp/en/ap/page. William (2009).edu/program/centers/rcfcg/)]] • Corporations. " Conflict and Creativity at Work: Human Roots of Corporate Life (http://www. New York: Edwin Mellen.5.org) • Global Corporate Governance Forum (http://www.org/) • UTS Centre for Corporate Governance (http://www.0.gcgf.som.edu/)]] • Kozminski Center for Corporate Governance (http://www.ccg.0.org)]] • United States Proxy Exchange (http://proxyexchange. 2008. Poland • The Samuel and Ronnie Heyman Center on Corporate Governance [[Benjamin N. ISBN 9780773438637.uts.edu.edu/centers/ ccg)]] • World Bank Corporate Governance Reports (http://rru.1.0.heyman-center.0.ecgi.asp?DocTypeId=25&ObjectId=MTIwNjg) • Low.cipd. Governance & Society Research Group at The [[Australian National University (http://corpgov.edu. How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence.0.edu/programs/ olin_center/corporate_governance/) • Institute of Directors (http://www.corpgov.uk/subjects/corpstrtgy/corpgov/) • European Corporate Governance Institute (ECGI) (http://www. Australia • Weinberg Center for Corporate Governance [[University of Delaware (http://www. 15 External links • Standard & Poor's Governance Services (GAMMA Governance Scores) (http://www2.Corporate governance wbcsd.law.org/) • The Harvard Law School Program on Corporate Governance (http://www. Cardozo School of Law (http:/ /www.edu.pl/) at Kozminski University.au/)]] • Chartered Institute of Personnel and Development (CIPD) resources on corporate governance (http://www.au) at the University of Technology Sydney. conflictandcreativityatwork.html) • Arthur and Toni Rembe Rock Center for Corporate Governance at [[Stanford University (http://www.0.lerner.org/GovernanceReports/) ] .com/corporategovernance) • The Millstein Center for Corporate Governance and Performance at the [[Yale School of Management (http:// millstein. ISBN 978-1-84519-272-3 • Sun.0.13.yale.0.worldbank.ca). Sussex Academic Press.0.iod. co. fec.harvard.product/equityresearch_gamma/2.standardandpoors.0.law.0.anu.org/Plugins/DocSearch/details.
Nyresearcher. BenTremblay. Gobbleswoggler. RyanCross. Luk. Thatguyflint. Sagax.com. AntiVan. Phgao. Sapovadia. Thseamon. Kuru. CalSGWorker. Normxxx. Grafen. Altenmann. Nminow. Kevinkor2. RJN. Sox First. SiobhanHansa. Ericbonetti.u. Forich. Rvelamuri. DocendoDiscimus. Loren36. J Crow. DeadEyeArrow. Hunter. Do DueDiligence. Mini123. Prari. Thementor.0 Unported http:/ / creativecommons. JonHarder. Giler. Martg76. Muppet317. McGeddon. Axlq. Karavan-LP. John. Niniey. Ask123. IvanLanin. Jyoshimura. Mydogategodshat. Hmains. Damieng. Kalivd. DavidTurner100. Adrian J. Redgolpe. Arthena. Woohookitty. Rrburke. Dachannien. Mark ok7. org/ licenses/ by-sa/ 3. Bar mangan. The Heyman. Tophat1712. Bmcdaniel. WereSpielChequers. Financeeditor. Dabomb87. Suidafrikaan. EFocus. Jfire. ThePedanticPrick. Adam. GLeachim. SDC. Cmdrjameson. Spegali. FinanceQ. MrOllie. Seanachas. Rich Farmbrough. T g7. Jeffpc2. Kmklim. Singhalawap. Mr. Nagelfar. Qxz. Flawiki.delanoy. ICGN. SueHay. Crazytales. CBowers. JDMBAHopeful. Kmccoy. Coemgenus.C. Cyalxndr. J.Z-man. Corp Vision.ينام . Pstessel. McSly. Rjwilmsi. Dkc1971. Cannaya. Tisane. Ommm. Khalid hassani.org/w/index. NadiaLala. Ssilvers.. Belovedfreak. NuclearWinner. Sole Soul. Legis. LunaTech. Max Tulip. Gilliam. HG. Stuartwilks. Domaley. Kza. Snowmanradio. Vuong Ngan Ha. Businessrep. Bryan Derksen. Hello32020. Allisoga. Ssweeting. Heresiarch.W. Rodrigoleite. Edward. Leolaursen. Adanielch. Gavin Moodie. Beetstra.wikipedia. GreenReaper. Mdd. Postdlf. Ondra2. Biruitorul. Leetnoob.Article Sources and Contributors 16 Article Sources and Contributors Corporate governance Source: http://en. Steverapaport. Sesu Prime. Beagel. David fac51. Lisalima. ImperfectlyInformed. Alexihlo. Abdullah Mert. Hu12. Bangdrum. Neale Monks. Sciurinæ. Alexlinsker@gmail. Mole31. Bfigura's puppy. Cwaesche. The Anome. Aesopos. Drakonian Imperium.בוט-רה יראבanonymous edits License Creative Commons Attribution-Share Alike 3. Pirc ltd. Jem147. Squash Racket. Wknight94. Xactandy. Ohnoitsjamie. Lumos3. Gregoryloyse. Gregbard. Landroni. Bobo192. Gaslan. Mdahpiercey. Gaslan2. Fifo. Stifle. Pb30. Musical Linguist. Farcaster. JoanneB. Wackywace. Enzo Aquarius. RoyBoy.php?oldid=417830254 Contributors: Aaronhill. Fruits. JohRth. Personalbest. Michael Snow. Apoc2400. IrishHR. Wikidea. Xp001xp. Benfremer. Drilnoth. 0/ . Noufal cp. Fusionmix. LaserBeam. Dominic Sayers. Dcarafel. Blu Aardvark. Buchanan-Hermit. Dekisugi. ArielGold. 946 . RainbowOfLight. Vandalismterminator. Gaius Cornelius. Farmanesh. Xp001ping. Choosey. Gamble456. DavidHOzAu. Roryridleyduff. Sherifhany. Jpopovac. El C. Bmi232. Alfredxz. Arsalan Khan Pathan. Greekcats. SimonP. Mchap. Roopchand pokhriyal. John Quiggin. BD2412. Olivier. Bmicomp. Stemcat. Michael Hardy.J. Essjay519. Hogayoga. D6. ChrisRBennett. Neutrality. Kurieeto. Martin Kozák. Charles Matthews. AbsolutDan. MaxHund. EECavazos. Theo10011. Dcarpenter. Yeu Ninje. Dboselli. YellowMonkey. Examtester. Psdanalyst. Jhegland. Sagink. Lilyhover. Chemingway. Klausness. EmmelineK. Dwilliams0428. Corpgov. Sox617. Neilc. MER-C. Rkitko. Wile E. Maurreen. Zrinski hr. Yurik. MBisanz. Finance C. FaerieInGrey.
This action might not be possible to undo. Are you sure you want to continue?
We've moved you to where you read on your other device.
Get the full title to continue reading from where you left off, or restart the preview.