Corporate governance

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Corporate governance
Not to be confused with a corporate state, a corporative government rather than the government of a corporation Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, the board of directors, executives, employees, customers, creditors, suppliers, and the community at large. Corporate governance is a multi-faceted subject.[1] An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal-agent problem. A related but separate thread of discussions focuses on the impact of a corporate governance system in economic efficiency, with a strong emphasis on shareholders' welfare. There are yet other aspects to the corporate governance subject, such as the stakeholder view and the corporate governance models around the world (see section 9 below). There has been renewed interest in the corporate governance practices of modern corporations since 2001, particularly due to the high-profile collapses of a number of large U.S. firms such as Enron Corporation and MCI Inc. (formerly WorldCom). In 2002, the U.S. federal government passed the Sarbanes-Oxley Act, intending to restore public confidence in corporate governance.

Definition
It is common to suggest that corporate governance lacks definition. As a subject, corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. Many of the "definitions" of corporate governance are merely descriptions of practices or preferred orientations. For example, many authors describe corporate governance in terms of a system of structuring, operating and controlling a company with a view to achieve long term strategic goals to satisfy shareholders, creditors, employees, customers and suppliers, and complying with the legal and regulatory requirements, apart from meeting environmental and local community needs. However, there is substantial interest in how external systems and institutions, including markets, influence corporate governance. Report of SEBI committee (India) on Corporate Governance defines corporate governance as the acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the shareholders. It is about commitment to values, about ethical business conduct and about making a distinction between personal & corporate funds in the management of a company.” The definition is drawn from the Gandhian principle of trusteeship and the Directive Principles of the Indian Constitution. Corporate Governance is viewed as business ethics and a moral duty. See also Corporate Social Entrepreneurship regarding employees who are driven by their sense of integrity (moral conscience) and duty to society. This notion stems from traditional philosophical ideas of virtue (or self governance) [2] and represents a "bottom-up" approach to corporate governance (agency) which supports the more obvious "top-down" (systems and processes, i.e. structural) perspective.

The California Public Employees' Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before). Agency theory's dominance was highlighted in a 1989 article by Kathleen Eisenhardt ("Agency theory: an assessement and review". Bold. by the needs and desires of shareowners to exercise their rights of corporate ownership and to increase the value of their shares and. and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law.[3] Individual rules for corporations are based upon the corporate charter and. corporate directors’ duties have expanded greatly beyond their traditional legal responsibility of duty of loyalty to the corporation and its shareowners.[4] In the first half of the 1990s. Fifty years later.Corporate governance 2 Legal environment In the United States. as of 2004. have historically been rejected by the board of directors. the issue of corporate governance in the U. Berle and Means' monograph "The Modern Corporation and Private Property" (1932." Since the late 1970’s. even for several consecutive years.United States In the 19th century.[3] History . the following Harvard Business School management professors published influential monographs studying their prominence: Myles Mace (entrepreneurship).[3] In the UK. and Gardiner C. by the unrestrained issuance of stock options. (business history). In the 20th century in the immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle. the analogous corporate constitutional documents (the memorandum and articles of association) can be modified by a supermajority (75%) of shareholders.[3] Shareholders can initiate 'precatory proposals' on various initiatives. and because the US's wealth has been increasingly securitized into various corporate entities and institutions. Eugene Fama and Michael Jensen's "The Separation of Ownership and Control" (1983.S.S. in part. therefore.g. US expansion after World War II through the emergence of multinational corporations saw the establishment of the managerial class. Over the past three decades. 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. Kodak. and Delaware law since Delaware. According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors. . however. the rights of individual owners and shareholders have become increasingly derivative and dissipated. the corporate bylaws. corporations are governed under common law. Jr. to make corporate governance more efficient. received considerable press attention due to the wave of CEO dismissals (e.. wealth. Precatory proposals which have received majority support from shareholders. was the domicile for the majority of publicly-traded corporations.[3] In the United States. Since that time. but the results are nonbinding. broad efforts to reform corporate governance have been driven. and around the globe. the Model Business Corporation Act. Chandler. Accordingly. Edwin Dodd. Academy of Management Review). Honeywell) by their boards. shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws. less authoritatively. Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior). not infrequently back dated). corporate governance has been the subject of significant debate in the U. Ronald Coase's "The Nature of the Firm" (1937) introduced the notion of transaction costs into the understanding of why firms are founded and how they continue to behave. From the Chicago school of economics. Alfred D.: IBM. 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. Macmillan) continues to have a profound influence on the conception of corporate governance in scholarly debates today. state corporation laws enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights.g. Means pondered on the changing role of the modern corporation in society.

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

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

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

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

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

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

Frequently. members of the boards of directors are CEOs of other corporations. The liberal model that is common in Anglo-American countries tends to give priority to the interests of shareholders.[32] Anglo-American Model There are many different models of corporate governance around the world. managers.Corporate governance 9 Proposals The book Money for Nothing suggests importing from England the concept of term limits to prevent independent directors from becoming too close to management and demanding that directors invest a meaningful amount of their own money (not grants of stock or options that they receive free) to ensure that the directors' interests align with those of average investors. The intricated shareholding structures of keiretsus in Japan. and the community. customers. which has the power to choose an executive officer. where the controlling families favor subsidiaries for which they have higher cash flow rights. or corporate control. These differ according to the variety of capitalism in which they are embedded. the chaebols in South Korea and many others are examples of arrangements which try to respond to the same corporate governance challenges as in the US. decision making. The liberal model of corporate governance encourages radical innovation and cost competition. Perverse incentives have pervaded many corporate boards in the developed world. which some[33] see as a conflict of interest. whereas the coordinated model of corporate governance facilitates incremental innovation and quality competition. the heavy presence of banks in the equity of German firms [31]. Other duties of the board may include policy setting. The board of directors is nominally selected by and responsible to the shareholders. 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. with board members beholden to the chief executive whose actions they are intended to oversee.S. such as hiring his/her immediate subordinates. acquiring another company. normally. there are important differences between the U. raising money. since after a filing. suppliers.[30] Corporate governance models around the world Although the US model of corporate governance is the most notorious. a corporation is governed by a board of directors. This can lead to "self-dealing". there is a considerable variation in corporate governance models around the world. but needs to get board approval for certain major actions. In Europe. However. or other expensive projects. major capital expansions. individual shareholders are not offered a choice of board nominees among which to choose. monitoring management's performance. In the United States.[29] Another proposal is for the government to allow poorly-managed businesses to go bankrupt. the main problem is that the voting ownership is tightly-held by families through pyramidal ownership and dual shares (voting and nonvoting). In the United States. directors have to cover more of their own legal bills and are frequently sued by bankruptcy trustees as well as investors. recent approach to governance issues and what has happened in the UK. The CEO has broad power to manage the corporation on a daily basis. . The coordinated model that one finds in Continental Europe and Japan also recognizes the interests of workers. usually known as the chief executive officer. the main problem is the conflict of interest between widely-dispersed shareholders and powerful managers. but are merely asked to rubberstamp the nominees of the sitting board. Each model has its own distinct competitive advantage.

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

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

com/ sol3/ papers.0. cfm?abstract_id=955289) [8] http:/ / marcjlane. programtrading. Lane" (http:/ / www. 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.1. in particular. Amazon. businessweek. "Harry Walker Agency Adds Marc J. html). com/ speaker/ Marc-Lane.0. Harvard Law Review. Standard & Poors 500 companies surged to a $500 billion annual rate in late 2006 because of the impact of options.13. Retrieved 2 June 2009.0.. nhbar. .com.0. northwestern. . A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed.S. Amazon. xceo. ed. LANE AND ITS FINANCIAL-SERVICES AFFILIATES JOIN UNITED NATIONS' GLOBAL COMPACT" (http:/ / www.Corporate governance scandals including mutual fund timing episodes and.0.0.0. standardandpoors. law. Impassioned..0. The Harry Walker Agency. 2000. worldcat. Retrieved 1 June 2010.13. Retrieved 12 May 2009.1. edu/ news/ article_full. Lane to Its Roster of Renowned Business Speakers. html [6] http:/ / www. "THE LAW OFFICES OF MARC J. ssrn. Retrieved 28 May 2009..6. New York. Capella University. 2000-2009)" (http:/ / www2. asp?id=13 [7] SSRN-Good Corporate Governance: An Instrument for Wealth Maximisation by Vrajlal Sapovadia (http:/ / papers. credit-suisse.0. product/ equityresearch_gamma/ 2. The Case for Increasing Shareholder Power (http:/ / papers.5.1. . .5. .0. amazon. 1977-1997. Inc. ). [16] The Harry Walker Agency. Avvo. Northwestern Law. [14] Staff Writer (2005). asp? [20] http:/ / www. London. in part. . com/ sol3/ papers. "Marc J. A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs. 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/ wp-dyn/ articles/ A39143-2004Jul9. com/ index.0. Oxford University Press ISBN 978-0-19-928936-3 [2] Foucault. [3] Bebchuck LA. J (2006) Company Law.0.0. corporate stock buybacks for U. WorldCat. htm . These authors argued that. doctoral dissertation. ssrn. [18] http:/ / www2.com/attorneys/60601-il-marc-lane-1132572. 22 May 2006). (http:/ / www. 12 References [1] For a good overview of the different theoretical perspectives on corporate governance see Chapter 15 of Dignam. [12] Staff Editors (13 October 2004). Rabinow. net/ about_us/ crawford_dissertation. com/ portal/ site/ sp/ en/ ap/ page. Curtis J. com/ Representing-Corporate-Officers-Directors-Business/ dp/ 0471817880/ ref=sr_1_1?ie=UTF8& s=books& qid=1243963050& sr=1-1). allbusiness.. org/ isbn/ 0735550964). A compendium of academic works on the option/buyback issue is included in the study Scandal [43] by author M. (2004). php?submenu=About_Founder& src=gendocs& ref=AboutOurFounder& category=About [9] Staff Writer (2009).S. "Representing Corporate Officers and Directors (Business Practice Library) (Hardcover)" (http:/ / www. Inc. cfm?eventid=2761).0. New York: Business Wire. [15] Staff Writer (2009). standardandpoors. [4] Crawford. Retrieved 28 May 2009. Standard & Poor's. [11] Penn.0. php) [5] http:/ / www.0. Michael (19 July 2006). Even before the negative influence on public opinion caused by the 2006 backdating scandal. Subjectivity and Truth: Essential Works of Foucault 1954 – 1984 Volume One P. washingtonpost. Avvo. The Reform of Corporate Governance: Major Trends in the U. com/ research/ en/ [21] http:/ / www. com/ magazine/ content/ 03_45/ b3857002. html [19] http:/ / www. amazon. "Representing Corporate Officers & Directors (Ring-bound)" (http:/ / www. Retrieved 1 June 2009. Gumport [44] issued in 2006.0. (Monday. Retrieved 1 June 2009.0. cfm?Spea_ID=955). org/ publications/ archives/ display-journal-issue. html). harrywalker. .com." (http:/ / www. org/ b/ OL3308939M/ Representing-corporate-officers-and-directors). use of options faced various criticisms.0. Ethics.0.html "Marc Jay Lane" (http:/ / www. "Representing corporate officers and directors" (http:/ / www. com/ portal/ site/ sp/ en/ ap/ page.. Numerous authorities (including U.S. Avvo. com/ Representing-Corporate-Officers-Directors-Marc/ dp/ 0735550964/ ref=pd_rhf_p_img_1). com/ company-activities-management/ business-ethics/ 5478580-1. M. "The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan. com/ cgi/ ClientLogin. product/ equityresearch_gamma/ 2.html. A and Lowry. Corporate Boardroom. cfm?abstract_id=387940).0. Retrieved 2 June 2005. Penguin. Federal Reserve Board economist Weisbenner) determined options may be employed in concert with stock buybacks in a manner contrary to shareholder interests. Retrieved 28 May 2009. [10] Staff Editors (Jan 1987). "Representing corporate officers and directors" (http:/ / openlibrary. [13] Staff Writer (2005). [17] Oleg Shvyrkov & Elena Pastoukhova (2010). (2007).0.com/attorneys/60601-il-marc-lane-1132572. .

54 Business Lawyer) [27] Generally Accepted Accounting Principles (GAAP) [28] National Association of Corporate Directors (NACD) – Directors Monthly.org/codes) • Cadbury. wbcsd. Report of the Committee on the Financial Aspects of Corporate Governance. pdf) [29] Gillespie. 2010). Pg 13. Zimmerman.uk/ publications/searchdetail.Corporate governance [22] http:/ / invest-faq.ecgi. 02/2002.com/abstract=343461) • Brickley. Petit. Aug 2005 (http:/ / www. . Stijn. ISBN 1-57851-237-9. Harvard Business Review "On Corporate Governance". html).: is the comply-or-explain working?" (December 2005). org/ en/ docs/ iteteb20063_en. Directors_Monthly. Marco. Available online from (http://www. [26] Bhagat & Black.lse. unctad. [30] James Freeman (January 12. • Claessens. de/ vwl/ forsch/ veroeff/ papers/ ddpie_179. European. html [23] http:/ / www. com/ enormanveasey/ [37] The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility. Retrieved 2009-08-13. unctad. ISBN 0-415-32308-8 • Clarke. delaware. Brussels.ac. Michael. akingump. weil. Moscow. Wall Street Journal. asianresearch. pdf [39] TD/B/COM. wsj. Djankov. Gee and Co Ltd. Anglo-American. Sridhar. William S. org/ includes/ getTarget. (2007).php?pubid=1&wsid=1&wpdid=1308) • Becht. Refining the Notion of Responsibility in Enterprise Engineering to Support Corporate Governance of IT . Hitting the Boards (http:/ / online. "Corporate governance reforms in Continental Europe" (http:/ / www. 58: 81-112 • Clarke. Corporate Governance Disclosure" (http:/ / www.) (2004) "Critical Perspectives on Business and Management: 5 Volume Series on Corporate Governance . [41] http:/ / www. pdf [32] Enriques L. Retrieved 2008-11-09. Asian and Contemporary Corporate Governance" London and New York: Routledge. net) [34] http:/ / courts. François. Thomas (ed. 1996. ISBN 0-415-32910-8 . com/ abstract=927111 [44] http:/ / ssrn. “Enlightened Boards: Action Beyond Obligation”. org/ Plugins/ DocSearch/ details. pdf [36] http:/ / www. com/ article/ SB10001424052748704130904574644153816967962. Sir Adrian. [33] Theyrule. Thomas (ed. Russia • Cadbury. asp?type=p& id=MTE0OA& doOpen=1& ClickMenu=LeftMenu [42] http:/ / www. Managerial Economics & Organizational Architecture. "Corporate Governance and Control" (October 2002. Christophe. Journal of Financial Economics. Journal of Economic Perspectives 21 (1): 117–140. html [25] Harvard Business Review. 1992. xceo. asp?DocTypeId=25& ObjectId=MTIwNjg [43] http:/ / ssrn. org/ articles/ 1397.Genesis. (http://fmg. pdf) [38] http:/ / www. com/ articles/ deriv-option-basics. ISBN • Feltus. Vernadat. Ailsa Röell. Valentina and Antoine Faure-Grimaud. unctad. "Corporate Governance: Brussels". abanet. tkyd. Vol. Larry H. Volpin P. tu-darmstadt. pdf) [40] "International Standards of Accounting and Reporting.K.P. James A. FMG CG Working Paper 001. org/ files/ downloads/ Corporate_Governance_Reforms_in_Continental_Europe. Klug and Jerold L. "The Uncertain Relationship Between Board Composition and Firm Performance".1257/jep. (2009). org/ Templates/ Page. ISBN 978-1416559931. Harvard Business School Press. Kuckreja.21. Free Press. ECGI . Simeon & Lang. Proceedings of the 13th IFAC Symposium on Information Control Problems in Manufacturing (INCOM'09). Sir Adrian. bwl. 2010). com/ docs/ publication/ 795. pdf). com/ author=665434 13 Further reading • Arcot. "The Code of Best Practice". net/ admin/ files/ events/ Crawford. Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions. Dec07_final. [31] http:/ / www. doi:10.1. moneyglossary. gov/ chancery [35] http:/ / www. Patrick Bolton.Finance Working Paper No. com/ ?w=Cross-holdings [24] http:/ / www.117. (2000) The Separation of Ownership and Control in East Asian Corporations. org/ buslaw/ library/ onlinepublications/ mbca2002. Akin Gump. UNCTAD. asp?intItemID=2920& lang=1). 31Number 12 (2007).) (2004) "Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance. updated August 2004). Instituut voor Bestuurders. HBR (2000).net (http:/ / theyrule. John (January 12. Bruno. wbcsd. org/ en/ docs/ c2isard31_en." London and New York: Routledge. "Corporate Governance in the U. (http://ssrn.2/ISAR/31 (http:/ / www. . (http:/ / www..

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

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

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