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Not to be confused with a corporate state, a corporative government rather than the government of a corporation Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, the board of directors, executives, employees, customers, creditors, suppliers, and the community at large. Corporate governance is a multi-faceted subject. An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal-agent problem. A related but separate thread of discussions focuses on the impact of a corporate governance system in economic efficiency, with a strong emphasis on shareholders' welfare. There are yet other aspects to the corporate governance subject, such as the stakeholder view and the corporate governance models around the world (see section 9 below). There has been renewed interest in the corporate governance practices of modern corporations since 2001, particularly due to the high-profile collapses of a number of large U.S. firms such as Enron Corporation and MCI Inc. (formerly WorldCom). In 2002, the U.S. federal government passed the Sarbanes-Oxley Act, intending to restore public confidence in corporate governance.
It is common to suggest that corporate governance lacks definition. As a subject, corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. Many of the "definitions" of corporate governance are merely descriptions of practices or preferred orientations. For example, many authors describe corporate governance in terms of a system of structuring, operating and controlling a company with a view to achieve long term strategic goals to satisfy shareholders, creditors, employees, customers and suppliers, and complying with the legal and regulatory requirements, apart from meeting environmental and local community needs. However, there is substantial interest in how external systems and institutions, including markets, influence corporate governance. Report of SEBI committee (India) on Corporate Governance defines corporate governance as the acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the shareholders. It is about commitment to values, about ethical business conduct and about making a distinction between personal & corporate funds in the management of a company.” The definition is drawn from the Gandhian principle of trusteeship and the Directive Principles of the Indian Constitution. Corporate Governance is viewed as business ethics and a moral duty. See also Corporate Social Entrepreneurship regarding employees who are driven by their sense of integrity (moral conscience) and duty to society. This notion stems from traditional philosophical ideas of virtue (or self governance)  and represents a "bottom-up" approach to corporate governance (agency) which supports the more obvious "top-down" (systems and processes, i.e. structural) perspective.
was the domicile for the majority of publicly-traded corporations. Berle and Means' monograph "The Modern Corporation and Private Property" (1932. US expansion after World War II through the emergence of multinational corporations saw the establishment of the managerial class. Fifty years later. and around the globe. The California Public Employees' Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before). Individual rules for corporations are based upon the corporate charter and. by the unrestrained issuance of stock options.S. 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.g. Agency theory's dominance was highlighted in a 1989 article by Kathleen Eisenhardt ("Agency theory: an assessement and review". as of 2004. and Delaware law since Delaware. In the first half of the 1990s. In the United States. From the Chicago school of economics. and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law. even for several consecutive years. Jr. corporate directors’ duties have expanded greatly beyond their traditional legal responsibility of duty of loyalty to the corporation and its shareowners. According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors. received considerable press attention due to the wave of CEO dismissals (e. Kodak. the following Harvard Business School management professors published influential monographs studying their prominence: Myles Mace (entrepreneurship).Corporate governance 2 Legal environment In the United States. History . Academy of Management Review). Chandler. 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. Edwin Dodd. Means pondered on the changing role of the modern corporation in society. corporate governance has been the subject of significant debate in the U. the issue of corporate governance in the U. and Gardiner C. Macmillan) continues to have a profound influence on the conception of corporate governance in scholarly debates today. have historically been rejected by the board of directors. shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws. the Model Business Corporation Act. Precatory proposals which have received majority support from shareholders. not infrequently back dated).. . the analogous corporate constitutional documents (the memorandum and articles of association) can be modified by a supermajority (75%) of shareholders. corporations are governed under common law. but the results are nonbinding.S. and because the US's wealth has been increasingly securitized into various corporate entities and institutions. the rights of individual owners and shareholders have become increasingly derivative and dissipated. 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. Eugene Fama and Michael Jensen's "The Separation of Ownership and Control" (1983. Honeywell) by their boards. Alfred D. Accordingly." Since the late 1970’s. by the needs and desires of shareowners to exercise their rights of corporate ownership and to increase the value of their shares and. Since that time. in part. Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior). the corporate bylaws. less authoritatively. however. wealth. In the UK.United States In the 19th century. broad efforts to reform corporate governance have been driven. Shareholders can initiate 'precatory proposals' on various initiatives.: IBM.g. (business history). In the 20th century in the immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle. Bold. Over the past three decades. to make corporate governance more efficient. state corporation laws enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights. therefore.
auditors and shareholders with insights for the compliance of new legislation.  With the goal of promoting positive social change. A one-notch positive difference on S&P’s governance scoring scale corresponded. Over time. hedge funds. 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.2% in annualised sales growth and 7. worldwide. South Korea. Marc Lane's  book on best corporate governance practices. Arthur Andersen.Corporate governance In 1997. on average. officers. other investor groups.. because of so-called 'iceberg' orders. The Board of Directors of large corporations used to be chosen by the principal shareholders.0% in annualised market cap growth over a three-year horizon. such as in mutual funds. Malaysia and The Philippines severely affected by the exit of foreign capital after property assets collapsed. and the Board diligently kept an eye on the company and its principal executives (they usually hired and fired the President." was first published in 1987. the East Asian Financial Crisis saw the economies of Thailand. Lane provides companies and their directors. rules and responsibilities in response to the avalanche of corporate accounting scandals. such as wealthy businessmen or families. However this growth occurred primarily by way of individuals turning over their funds to 'professionals' to manage. Tyco. exchange-traded funds. personal and emotional interest in the corporations whose shares they owned.  The new version is updated annually with the most recent supplement for the year 2010. there has been a concurrent lapse in the oversight of large corporations. markets have become largely institutionalized: buyers and sellers are largely institutions (e.  On the microlevel. averaged over 80% of NYSE trades in some months of 2007. which are now almost all owned by large institutions. the hallmark of institutional trading.  (Moreover. This is reflected in the passage of the Sarbanes-Oxley Act of 2002. of which there are many).g. In this way. and hence good corporate governance is a tool for socio-economic development. 3 Impact of Corporate Governance The positive effect of corporate governance on different stakeholders ultimately is a strengthened economy. and other financial institutions). 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.  He revisited his treatise on corporate governance in 2005. pension funds. who usually had an emotional as well as monetary investment in the company (think Ford). Global Crossing. banks. insurance companies. led to increased shareholder and governmental interest in corporate governance. buyers and sellers of corporation stocks were individual investors. Note that this process occurred simultaneously with the direct growth of individuals investing indirectly in the market (for example individuals have twice as much money in mutual funds as they do in bank accounts). The study also points out that predictive power of corporate governance in terms of shareholder value exceeds its perception by financial markets. mutual funds. In the early 2000s. Indonesia. Program trading. corporate governance positively affects some key performance indicators. AOL. Role of institutional investors Many years ago. such as Adelphia Communications .) Unfortunately. to an additional 5. the massive bankruptcies (and criminal malfeasance) of Enron and Worldcom. The lack of corporate governance mechanisms in these countries highlighted the weaknesses of the institutions in their economies. these statistics do not reveal the full extent of the practice. In a study  by Standard & Poor's Governance Services  analysts back-tested the correlations of S&P’s with corporate performance. . See Quantity and display instructions under last reference.who often had a vested. "Representing Corporate Officers and Directors. brokers. as well as lesser corporate debacles. 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.
With the significant increase in equity holdings of investors. "poison pill" measures.) has soared. "Look beyond Six Sigma and the latest technology fad. a system of corporate governance controls is implemented to assist in aligning the incentives of managers with those of shareholders. the sale of derivatives (e. supervise and remunerate senior executives and to ensure accountability of the organization to its owners and authorities. Not all are qualities unique to enterprises with retained family interests. the ownership of stocks in markets around the world varies. there has been an opportunity for a reversal of the separation of ownership and control problems because ownership is not so diffuse. One of the biggest strategic advantages a company can have. shareholders and Auditors). A board of directors often plays a key role in corporate governance. Other stakeholders who take part include suppliers. Finally.g. This separation of ownership from control implies a loss of effective control by shareholders over managerial decisions. etc.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. these investors have even less interest in a particular company's governance. and may be made up primarily of their friends and associates. this superior performance amounts to 8% per year. State Street Corp. 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. Since the (institutional) shareholders rarely object. or the largest investment management firm for corporations. 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. Even as the purchase of individual shares in any one corporation by individual investors diminishes. is blood lines. therefore. management. such as officers of the corporation or business colleagues.Corporate governance or Chief Executive Officer— CEO). develop directional policy. "Revolt in the Boardroom. It is their responsibility to endorse the organization's strategy. employees. customers and the community at large.g. appoint. based on the idea that this strategy will largely eliminate individual company financial or other risk and. 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). Since the marked rise in the use of Internet transactions from the 1990s. often still by large individual investors. Stock market index options . Partly as a result of this separation between the two parties. 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. . Forget the celebrity CEO. Nowadays." by Alan Murray. they will simply sell out their interest. 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. but rarely. The shareholder delegates decision rights to the manager to act in the principal's best interests.) are designed simply to invest in a very large number of different companies with sufficient liquidity. The Board is now mostly chosen by the President/CEO. the interests of most investors are now increasingly rarely tied to the fortunes of individual corporations. creditors. institutional investors support shareholder resolutions on such matters as executive pay and anti-takeover. [BusinessWeek has found]. the board of directors. for example."  In that last study. exchange-traded funds (ETFs). the Chief Executive Officer. So. whereas stock in the USA or the UK and Europe are much more broadly owned. 4 Parties to corporate governance Parties involved in corporate governance include the regulatory body (e.." Since 1996. But. Korean chaebol 'groups') . the largest pools of invested money (such as the mutual fund 'Vanguard 500'. "BW identified five key ingredients that contribute to superior performance. aka." See also. Occasionally.
whether direct or indirect. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear. In return these individuals provide value in the form of natural. performance orientation. 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 . If some parties are receiving more than their fair return then participants may choose to not continue participating leading to organizational collapse. mutual respect. Because of this. especially concerning actual or apparent conflicts of interest. openness. 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.Corporate governance The Company Secretary. that reliance by a company on the integrity and ethics of individuals is bound to eventual failure. responsibility and accountability. senior executives should conduct themselves honestly and ethically. trust and integrity. Directors. is a high ranking professional who is trained to uphold the highest standards of corporate governance. 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. human. compliance and administration. though. They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings. It is important to understand. • Interests of other stakeholders: Organizations should recognize that they have legal and other obligations to all legitimate stakeholders. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. All parties to corporate governance have an interest. while shareholders receive capital return. A key factor is an individual's decision to participate in an organization e. workers and management receive salaries. There are issues about the appropriate mix of executive and non-executive directors. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. and commitment to the organization. known as a Corporate Secretary in the US and often referred to as a Chartered Secretary if qualified by the Institute of Chartered Secretaries and Administrators (ICSA). • 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. many organizations establish Compliance and Ethics Programs to minimize the risk that the firm steps outside of ethical and legal boundaries. in the effective performance of the organization. factual information. • Disclosure and transparency: Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide shareholders with a level of accountability. In particular. • Integrity and ethical behaviour: Ethical and responsible decision making is not only important for public relations.g. social and other forms of capital. 5 Principles Key elements of good corporate governance principles include honesty. effective operations. suppliers receive compensation for their goods or services. Customers receive goods and services. through providing financial capital and trust that they will receive a fair share of the organizational returns. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. and disclosure in financial reports. but it is also a necessary element in risk management and avoiding lawsuits. benefits and reputation.
quality and frequency of financial and managerial disclosure. wrote: "The Board is responsible for the successful perpetuation of the corporation." despite some feeble attempts from various quarters.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. management. and a third group check that the interests of people (customers. Moreover. audit committee. require that the President be a different person from the Treasurer. Whilst non-executive directors are thought to be more independent. John G. • Remuneration: Performance-based remuneration is designed to relate some proportion of salary to individual performance. 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. another group review and can veto the changes. operating efficiency. Corporate governance must go well beyond law. and the commitment to run a transparent organization. the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment). written objectives. Examples include: • Monitoring by the board of directors: The board of directors. for it must include a fair. That is not so. Perpetuation for its own sake may be counterproductive. and other personnel to provide reasonable assurance of the entity achieving its objectives related to reliable financial reporting. a former member of the General Motors board of directors. therefore. to monitor managers' behaviour. 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. they may not always result in more effective corporate governance and may not increase performance. For quite some time it was confined only to corporate management. . with its legal authority to hire. ex ante. employees) outside the three groups are being met. an independent third party (the external auditor) attests the accuracy of information provided by management to investors. Internal corporate governance controls Internal corporate governance controls monitor activities and then take corrective action to accomplish organisational goals." However it should be noted that a corporation should cease to exist if that is in the best interests of its stakeholders. and compliance with laws and regulations. 6 Mechanisms and controls Corporate governance mechanisms and controls are designed to reduce the inefficiencies that arise from moral hazard and adverse selection. This application of separation of power is further developed in companies where separate divisions check and balance each other's actions. Smale. that executive directors look beyond the financial criteria. It may be in the form of cash or non-cash payments such as shares and share options. Different board structures are optimal for different firms. The quantity. safeguards invested capital. One group may propose company-wide administrative changes. For example. remains an ambiguous and often misunderstood phrase. It is something much broader. fire and compensate top management. That responsibility cannot be relegated to management. the ability of the board to monitor the firm's executives is a function of its access to information. discussed and avoided. • Internal control procedures and internal auditors: Internal control procedures are policies implemented by an entity's board of directors. It could be argued. shareholders. An ideal control system should regulate both motivation and ability.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. Regular board meetings allow potential problems to be identified. efficient and transparent administration and strive to meet certain well defined.
• Supply of accounting information: Financial accounts form a crucial link in enabling providers of finance to monitor directors. .Corporate governance superannuation or other benefits. the partner in charge of auditing. In the extreme. Examples include: • • • • • • • competition debt covenants demand for and assessment of performance information (especially financial statements) government regulations managerial labour market media pressure takeovers Systemic problems of corporate governance • Demand for information: In order to influence the directors. and even the definition of the accounting entity. Current accounting practice allows a degree of choice of method in determining the method of measurement. and rely on auditors' competence. especially to a small shareholder. 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. which suggests that the small shareholder will free ride on the judgements of larger professional investors. This should. Accountants and auditors are the primary providers of information to capital market participants. Such incentive schemes. however. The power of the corporate client to initiate and terminate management consulting services and. Imperfections in the financial reporting process will cause imperfections in the effectiveness of corporate governance. In discussions of accounting practices with Arthur Andersen. and can elicit myopic behaviour. ideally. the efficient market hypothesis (EMH) asserts that financial markets are efficient). • Monitoring costs: A barrier to shareholders using good information is the cost of processing it. are reactive in the sense that they provide no mechanism for preventing mistakes or opportunistic behaviour. The traditional answer to this problem is the efficient market hypothesis (in finance. The Enron collapse is an example of misleading financial reporting. more fundamentally. criteria for recognition. Role of the accountant Financial reporting is a crucial element necessary for the corporate governance system to function effectively. be corrected by the working of the external auditing process. the third party was an entity in which Enron had a substantial economic stake. the shareholders must combine with others to form a voting group which can pose a real threat of carrying resolutions or appointing directors at a general meeting. 7 External corporate governance controls External corporate governance controls encompass the controls external stakeholders exercise over the organisation. One area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. Enron concealed huge losses by creating illusions that a third party was contractually obliged to pay the amount of any losses. The exercise of this choice to improve apparent performance (popularly known as creative accounting) imposes extra information costs on users. to select and dismiss accounting firms contradicts the concept of an independent auditor. Similar provisions are in place under clause 49 of SEBI Act in India. This may result in a conflict of interest which places the integrity of financial reports in doubt due to client pressure to appease management. it can involve non-disclosure of information. The directors of the company should be entitled to expect that management prepare the financial information in compliance with statutory and ethical obligations. However. views inevitably led to the client prevailing.
Unlike traditional boards. complex companies.this is harder to achieve if one is bound by a broader principle. good financial reporting is not a sufficient condition for the effectiveness of corporate governance if users don't process it. Principles on the other hand is a form of self regulation. risk. one can still find a way to circumvent their underlying purpose . It also pre-empts over zealous legislations that might not be practical. They are more likely to be supportive of the senior management team. as well as smaller companies.Corporate governance However. It allows the sector to determine what standards are acceptable or unacceptable. risk and compliance solutions available to capture information in order to evaluate risk and to identify gaps in the organization’s principles and processes. most of the time. 8 Regulation Rules versus principles Rules are typically thought to be simpler to follow than principles. as opposed to a real. Because enlightened directors strongly believe that it is their duty to involve themselves in an intellectual analysis of how the company should move forward into the future. They may be ill-equipped to deal with new types of transactions not covered by the code. They lead by example. . Moreover. 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. enlightened boards regard compliance with regulations as merely a baseline for board performance. Enlightened boards can be found in very large. Enforcement Enforcement can affect the overall credibility of a regulatory system. There are various integrated governance. They both deter bad actors and level the competitive playing field. enlightened directors recognize that it is not their role to be involved in the day-to-day operations of the corporation. rather than treat them as separate entities. demarcating a clear line between acceptable and unacceptable behaviour. for taken too far it can dampen valuable risk-taking. Unlike standard boards that aim to comply with regulations. Overall. greater enforcement is not always better. At the same time. 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). Action Beyond Obligation Enlightened boards regard their mission as helping management lead the company. however. They do not need Sarbanes-Oxley to mandate that they protect values and ethics or monitor CEO performance. 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. even if clear rules are followed. Rules also reduce discretion on the part of individual managers or auditors. the enlightened board is aligned on the critically important issues facing the company. Enlightened directors go far beyond merely meeting the requirements on a checklist. this is largely a theoretical. enlightened boards do not feel hampered by the rules and regulations of the Sarbanes-Oxley Act. In practice rules can be more complex than principles. Nevertheless.
 Corporate governance models around the world Although the US model of corporate governance is the most notorious. which has the power to choose an executive officer. since after a filing. major capital expansions. the main problem is the conflict of interest between widely-dispersed shareholders and powerful managers. the main problem is that the voting ownership is tightly-held by families through pyramidal ownership and dual shares (voting and nonvoting). However. Perverse incentives have pervaded many corporate boards in the developed world. or corporate control. or other expensive projects. 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. normally. Frequently.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. with board members beholden to the chief executive whose actions they are intended to oversee. decision making. managers. directors have to cover more of their own legal bills and are frequently sued by bankruptcy trustees as well as investors. which some see as a conflict of interest. Each model has its own distinct competitive advantage. The liberal model that is common in Anglo-American countries tends to give priority to the interests of shareholders. Another proposal is for the government to allow poorly-managed businesses to go bankrupt. usually known as the chief executive officer. Other duties of the board may include policy setting. In the United States. These differ according to the variety of capitalism in which they are embedded. the heavy presence of banks in the equity of German firms . Anglo-American Model There are many different models of corporate governance around the world. recent approach to governance issues and what has happened in the UK. The coordinated model that one finds in Continental Europe and Japan also recognizes the interests of workers. members of the boards of directors are CEOs of other corporations. raising money. customers. The board of directors is nominally selected by and responsible to the shareholders. acquiring another company. The CEO has broad power to manage the corporation on a daily basis. individual shareholders are not offered a choice of board nominees among which to choose. such as hiring his/her immediate subordinates. 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. suppliers. . The liberal model of corporate governance encourages radical innovation and cost competition. but are merely asked to rubberstamp the nominees of the sitting board.S. In Europe. This can lead to "self-dealing". where the controlling families favor subsidiaries for which they have higher cash flow rights. but needs to get board approval for certain major actions. whereas the coordinated model of corporate governance facilitates incremental innovation and quality competition. and the community. In the United States. there are important differences between the U. a corporation is governed by a board of directors. there is a considerable variation in corporate governance models around the world. monitoring management's performance.
 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. corporations. standards and frameworks relevant to the sustainability agenda. they should provide explanations concerning divergent practices. For example. participate on ABA committees. particularly on accountability and reporting . For example. 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. including more than half of the Fortune 500. by their stock exchange. the guidelines issued by associations of directors (see Section 3 above). Most states' corporate law generally follow the American Bar Association's Model Business Corporation Act . where not. Such documents. however. . it still considers its provisions and several prominent Delaware justices. compliance with these governance recommendations is not mandated by law. including former Delaware Supreme Court Chief Justice E.This document aims to provide general information. The highest number of companies are incorporated in Delaware. or associations (institutes) of directors and managers with the support of governments and international organizations. Building on the work of the OECD.Corporate governance 10 Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges. While Delaware does not follow the Act. This was revised in 2004. In the United States. and frameworks . they must disclose whether they follow the recommendations in those documents and. private sector associations and more than 20 national corporate governance codes. 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. One of the most influential guidelines has been the 1999 OECD Principles of Corporate Governance. or should they create governance guidelines that ascend to the level of best practice. As a rule. other international organisations. Norman Veasey . One issue that has been raised since the Disney decision in 2005 is the degree to which companies manage their governance responsibilities. although the codes linked to stock exchange listing requirements may have a coercive effect. in other words. corporate managers and individual companies tend to be wholly voluntary. if they are public. standards. 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. do they merely try to supersede the legal threshold. a "snap-shot" of the landscape and a perspective from a think-tank/professional association on a few key codes. However. For example. The GM Board Guidelines reflect the company’s efforts to improve its own governance capacity. 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 ). The OECD remains a proponent of corporate governance principles throughout the world. institutional investors. Such disclosure requirements exert a significant pressure on listed companies for compliance.
However. whenever possible. Other studies have linked broad perceptions of the quality of companies to superior share price performance. 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. 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. one measure of firm performance. Board composition Some researchers have found support for the relationship between frequency of meetings and profitability. On the other hand. 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. research into the relationship between specific corporate governance controls and some definitions of firm performance has been mixed and often weak. Generally. undertook formal evaluation of its directors. rather than the short-term. The following examples are illustrative. It is unlikely that board composition has a direct impact on profitability. concentration ratios) and then making a sketch showing its visual representation. Antunovich et al. And ownership can be changed by the stakeholders of the company. from 11% for Canadian companies to around 40% for companies where the regulatory backdrop was least certain (those in Morocco. The idea behind the concept of ownership structures is to be able to understand the way in which shareholders interact with firms and. Egypt and Russia). It is a tool frequently employed by policy-makers and researchers in their analyses of corporate governance within a country or business group. In a recent paper Bhagat and Black found that companies with more independent boards are not more profitable than other companies. In a study of five year cumulative returns of Fortune Magazine's survey of 'most admired firms'.e. that point of view came under substantial criticism circa in the wake of various security . found that those "most admired" had an average return of 125%. Low average levels of pay-performance alignment do not necessarily imply that this form of governance control is inefficient. while other researchers found that the relationship between share ownership and firm performance was dependent on the level of ownership. rings. Others have found a negative relationship between the proportion of external directors and profitability. The size of the premium varied by market. and was responsive to investors' requests for information on governance issues. Some examples of ownership structures include pyramids. while others found no relationship between external board membership and profitability. The results suggest that increases in ownership above 20% cause management to become more entrenched. to locate the ultimate owner of a particular group of firms.Corporate governance 11 Ownership structures Ownership structures refers to the various patterns in which shareholders seem to set up with respect to a certain group of firms. 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. They defined a well-governed company as one that had mostly out-side directors. whilst the 'least admired' firms returned 80%. cross-share holdings. Not all firms experience the same levels of agency conflict. and webs. Some researchers have found that the largest CEO performance incentives came from ownership of the firm's shares. Corporate governance and firm performance In its 'Global Investor Opinion Survey' of over 200 institutional investors first undertaken in 2000 and updated in 2002. who had no management ties. performance of the company.
Lane" (http:/ / www. "THE LAW OFFICES OF MARC J.0. Northwestern Law.  Staff Writer (2005). A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs. html). Retrieved 28 May 2009. htm . com/ portal/ site/ sp/ en/ ap/ page. Ethics. Even before the negative influence on public opinion caused by the 2006 backdating scandal. These authors argued that.. cfm?Spea_ID=955).. Avvo. Gumport  issued in 2006. org/ isbn/ 0735550964).html "Marc Jay Lane" (http:/ / www. "Marc J. xceo.1. credit-suisse. 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. 22 May 2006). html  http:/ / www. Lane to Its Roster of Renowned Business Speakers. com/ Representing-Corporate-Officers-Directors-Business/ dp/ 0471817880/ ref=sr_1_1?ie=UTF8& s=books& qid=1243963050& sr=1-1). cfm?abstract_id=387940). doctoral dissertation.0.  Crawford. harrywalker. Federal Reserve Board economist Weisbenner) determined options may be employed in concert with stock buybacks in a manner contrary to shareholder interests. cfm?eventid=2761). The Case for Increasing Shareholder Power (http:/ / papers. M. com/ sol3/ papers. com/ company-activities-management/ business-ethics/ 5478580-1. product/ equityresearch_gamma/ 2.S. Capella University. New York. ). asp?id=13  SSRN-Good Corporate Governance: An Instrument for Wealth Maximisation by Vrajlal Sapovadia (http:/ / papers.0.0.1.0. Avvo. northwestern. programtrading. A and Lowry.0.. Retrieved 1 June 2009. 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. html  http:/ / www. ssrn. 1977-1997. Retrieved 28 May 2009.0. com/ magazine/ content/ 03_45/ b3857002. J (2006) Company Law.0.Corporate governance scandals including mutual fund timing episodes and. com/ index. .  Staff Editors (Jan 1987). html). php?submenu=About_Founder& src=gendocs& ref=AboutOurFounder& category=About  Staff Writer (2009). (Monday. "The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan. com/ portal/ site/ sp/ en/ ap/ page. standardandpoors. London. Retrieved 12 May 2009.0. washingtonpost.0. net/ about_us/ crawford_dissertation. A compendium of academic works on the option/buyback issue is included in the study Scandal  by author M.com.13.0. Oxford University Press ISBN 978-0-19-928936-3  Foucault. com/ Representing-Corporate-Officers-Directors-Marc/ dp/ 0735550964/ ref=pd_rhf_p_img_1). edu/ news/ article_full. Penguin." (http:/ / www.0. (2007).0. A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed.0. nhbar. businessweek. .5. ssrn. . . Impassioned. org/ b/ OL3308939M/ Representing-corporate-officers-and-directors). Retrieved 2 June 2009. Michael (19 July 2006). cfm?abstract_id=955289)  http:/ / marcjlane.  Staff Writer (2009). LANE AND ITS FINANCIAL-SERVICES AFFILIATES JOIN UNITED NATIONS' GLOBAL COMPACT" (http:/ / www. 2000-2009)" (http:/ / www2. "Harry Walker Agency Adds Marc J.html. Corporate Boardroom. . Amazon. standardandpoors. Retrieved 1 June 2009.com.  Bebchuck LA. ed. allbusiness.0.0. com/ speaker/ Marc-Lane. "Representing corporate officers and directors" (http:/ / openlibrary. org/ publications/ archives/ display-journal-issue. Subjectivity and Truth: Essential Works of Foucault 1954 – 1984 Volume One P. Inc. com/ wp-dyn/ articles/ A39143-2004Jul9. 2000. The Harry Walker Agency. 12 References  For a good overview of the different theoretical perspectives on corporate governance see Chapter 15 of Dignam.  Staff Writer (2005). .0.S. php)  http:/ / www. (2004). use of options faced various criticisms. The Reform of Corporate Governance: Major Trends in the U. Harvard Law Review.. Standard & Poor's. .  Penn.S. Retrieved 28 May 2009. (http:/ / www. ..5. Amazon. in part.0.0.0.  http:/ / www2. com/ cgi/ ClientLogin. "Representing Corporate Officers & Directors (Ring-bound)" (http:/ / www. worldcat. New York: Business Wire. Curtis J. Standard & Poors 500 companies surged to a $500 billion annual rate in late 2006 because of the impact of options. Numerous authorities (including U. Inc. "Representing corporate officers and directors" (http:/ / www. com/ research/ en/  http:/ / www.1.com/attorneys/60601-il-marc-lane-1132572. in particular.  Staff Editors (13 October 2004).  The Harry Walker Agency. corporate stock buybacks for U.6.0. Retrieved 2 June 2005. amazon. "Representing Corporate Officers and Directors (Business Practice Library) (Hardcover)" (http:/ / www. product/ equityresearch_gamma/ 2. Retrieved 1 June 2010. WorldCat. com/ sol3/ papers. law. Rabinow. amazon.com/attorneys/60601-il-marc-lane-1132572.  Oleg Shvyrkov & Elena Pastoukhova (2010).0. Avvo. asp?  http:/ / www.13.
ISBN 1-57851-237-9.Finance Working Paper No. ISBN 978-1416559931. bwl.lse. François. Pg 13. 1996. Retrieved 2009-08-13.ecgi. weil. Thomas (ed. 54 Business Lawyer)  Generally Accepted Accounting Principles (GAAP)  National Association of Corporate Directors (NACD) – Directors Monthly.1257/jep. Kuckreja. "Corporate Governance in the U. Managerial Economics & Organizational Architecture. com/ enormanveasey/  The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility. com/ docs/ publication/ 795.K. Directors_Monthly.ac.. unctad. Thomas (ed. Anglo-American. de/ vwl/ forsch/ veroeff/ papers/ ddpie_179. Vernadat.1.php?pubid=1&wsid=1&wpdid=1308) • Becht. Vol. Russia • Cadbury. wbcsd. (2000) The Separation of Ownership and Control in East Asian Corporations. pdf  Enriques L. "Corporate Governance and Control" (October 2002. Sridhar. John (January 12.Corporate governance  http:/ / invest-faq. HBR (2000). "The Uncertain Relationship Between Board Composition and Firm Performance". akingump. org/ includes/ getTarget.2/ISAR/31 (http:/ / www. html  http:/ / www.  Bhagat & Black. Valentina and Antoine Faure-Grimaud.117.  http:/ / www.P.21. 1992. (2007). Volpin P. Journal of Financial Economics. Moscow. Retrieved 2008-11-09. asp?DocTypeId=25& ObjectId=MTIwNjg  http:/ / ssrn." London and New York: Routledge.uk/ publications/searchdetail. Proceedings of the 13th IFAC Symposium on Information Control Problems in Manufacturing (INCOM'09). pdf)  "International Standards of Accounting and Reporting. Free Press. org/ Templates/ Page. Sir Adrian.: is the comply-or-explain working?" (December 2005). Klug and Jerold L. 02/2002. xceo. Michael. wsj. Refining the Notion of Responsibility in Enterprise Engineering to Support Corporate Governance of IT . asp?type=p& id=MTE0OA& doOpen=1& ClickMenu=LeftMenu  http:/ / www. abanet. (http://fmg.) (2004) "Critical Perspectives on Business and Management: 5 Volume Series on Corporate Governance . com/ ?w=Cross-holdings  http:/ / www. 31Number 12 (2007). org/ articles/ 1397. William S. Report of the Committee on the Financial Aspects of Corporate Governance. Instituut voor Bestuurders.Genesis. wbcsd. com/ abstract=927111  http:/ / ssrn.net (http:/ / theyrule. Wall Street Journal. com/ author=665434 13 Further reading • Arcot. com/ articles/ deriv-option-basics.com/abstract=343461) • Brickley. Harvard Business Review "On Corporate Governance". Akin Gump. org/ buslaw/ library/ onlinepublications/ mbca2002. 2010). Harvard Business School Press. unctad. pdf  TD/B/COM. Djankov. Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions. pdf). Marco. net/ admin/ files/ events/ Crawford. 58: 81-112 • Clarke. UNCTAD. "The Code of Best Practice". net)  http:/ / courts. Corporate Governance Disclosure" (http:/ / www. doi:10. Petit. Asian and Contemporary Corporate Governance" London and New York: Routledge. unctad. Zimmerman. Stijn. 2010). . (http://ssrn. Hitting the Boards (http:/ / online.) (2004) "Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance. html). Bruno. org/ en/ docs/ iteteb20063_en. pdf)  Gillespie. Ailsa Röell. • Claessens. delaware. pdf  http:/ / www. Simeon & Lang. Brussels.  James Freeman (January 12. FMG CG Working Paper 001. com/ article/ SB10001424052748704130904574644153816967962.org/codes) • Cadbury. Journal of Economic Perspectives 21 (1): 117–140. asianresearch. asp?intItemID=2920& lang=1). ISBN 0-415-32910-8 . tu-darmstadt. moneyglossary. . ISBN • Feltus. Available online from (http://www. updated August 2004).  Theyrule. “Enlightened Boards: Action Beyond Obligation”.  http:/ / www. "Corporate governance reforms in Continental Europe" (http:/ / www. tkyd. "Corporate Governance: Brussels". org/ Plugins/ DocSearch/ details. Larry H. pdf)  http:/ / www. ISBN 0-415-32308-8 • Clarke. html  Harvard Business Review. Dec07_final. ECGI . European. (2009). James A. org/ en/ docs/ c2isard31_en. Patrick Bolton. (http:/ / www. org/ files/ downloads/ Corporate_Governance_Reforms_in_Continental_Europe. Sir Adrian. gov/ chancery  http:/ / www. Gee and Co Ltd. Christophe. Aug 2005 (http:/ / www.
and frameworks (http://www. Thomas & Chanlat. A Survey of Corporate Governance. Logan. Jochen and Tydecks. ISBN 0-415-32309-6 • Clarke. Calif: XCEO. full text available online (http://www. George IT and Information Security after Sarbanes-Oxley (http://www. and J. Journal of Finance. Nell.tu-darmstadt.J. 2003. J.. H. Istanbul Bilgi University. Robert A. Financial Analysits Journal. ISBN 978-1-4129-3589-0 • Colley. Shleifer (1999). Thomas & dela Rama. ISBN • Erturk.org/ Template.vwl.contingencyanalysis. Sukhdev and Williams.com/power/contents. What is Corporate Governance ? (McGraw-Hill. Lopez-De-Silanes.K. Froud. "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India" (January 2007). and Daniel R. Vishny (1997). 2004) Principles of Corporate Governance Paris: OECD) • Özekmekçi. Glyn A (2006). Ismail.com/home/papers/ suffrage. Frank H. Allison. D. Vrajlal K. Nell." 32 Denv. Patrick (2007).O (1992). Marie (eds.pdf). Fischel. R.G.G. • La Porta.html) • Moebert. A Network Analysis of Financial Linkages (http://www. C. Economic Systems. Julie.W. Journal of Financial and Quantitative Analysis. Karel (2004) Corporate Governance and Disappointment Review of International Political Economy. • Easterbrook. The Economic Structure of Corporate Law. Compliance & conviction: the evolution of enlightened corporate governance... December 2004) ISBN • Crawford. • Hovey. ISBN 0-976-90190-9 9780976901914 • Denis. 15–20. (2007). Alan Revolt in the Boardroom (HarperBusiness 2007) (ISBN 0-06-088247-6) Remainder (http://www. Naughton (2007). • Skau.com/dp/B0013L4DZI) • New York Society of Securities Analysts. ISBN 978-1-4129-2899-1 • Clarke. Jean-Francois (eds. and A. W. Abdullah.thecorporatelibrary.pdf) • Monks. Johal. • Holton. J. Available at SSRN: http://ssrn. G. Corporate Governance (Blackwell 2004) ISBN • Monks. Corporate Governance Handbook. 52 (2): 737-783.com/ IT_and_Information_Security_after_Sarbanes_Oxley. Thomas (2007) "International Corporate Governance " London and New York: Routledge. • Sapovadia. Robert A. Doyle. CA: SAGE.) (2006) "Corporate Governance and Globalization (3 Volume Series)" London and Thousand Oaks. Thomas & dela Rama. J. 31 (2): 138-156. and T. Stettinius. standards. Marie (eds.) (2009) "European Corporate Governance " London and New York: Routledge. 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. F. and R. • Lekatis. amazon. • Garrett. 54 (2): 471-517. Mert (2004) "The Correlation between Corporate Governance and Public Relations". and Minow. Power and Ownership Structures among German Companies.. A Survey of Enterprise Reforms in China: The Way Forward. "Themes and Variations: The Convergence of Corporate Governance Practices in Major World Markets.cfm&TPLID=3& ContentID=499) • OECD (1999.Corporate governance • Clarke. International Corporate Governance. The Journal of Finance. Corporate Ownership around the World. Santa Clara.nyssa. McConnell (2003).. M.com/abstract=712461 • Shleifer.) (2008) "Fundamentals of Corporate Governance (4 Volume Series)" London and Thousand Oaks. J. & Pol’y). (http://www. 14 . and Minow. 38 (1): 1-36.compliance-llc.cfm?Section=corp_gov_com&Template=/TaggedPage/TaggedPageDisplay.de/vwl/forsch/veroeff/papers/ ddpie_179. 62 (6). ISBN 9780415405331 • Clarke. CA: SAGE. Power and Accountability (HarperBusiness 1991). 11 (4): 677-713. A.pdf) • Murray.. Investor Suffrage Movement (http://www. Int’l L.
13.Corporate governance wbcsd.edu/centers/ ccg)]] • World Bank Corporate Governance Reports (http://rru.com/ portal/site/sp/en/ap/page.org/) • UTS Centre for Corporate Governance (http://www.html) • Arthur and Toni Rembe Rock Center for Corporate Governance at [[Stanford University (http://www.1. 2008.ca).au) at the University of Technology Sydney.0.law.corpgov. co.edu/)]] • Kozminski Center for Corporate Governance (http://www.ccg. New York: Edwin Mellen.anu.som.0.0.0. Cardozo School of Law (http:/ /www.lerner.org/Plugins/DocSearch/details. " Conflict and Creativity at Work: Human Roots of Corporate Life (http://www.cipd.yale.0. ISBN 978-1-84519-272-3 • Sun.edu.uk/subjects/corpstrtgy/corpgov/) • European Corporate Governance Institute (ECGI) (http://www. Sussex Academic Press. 15 External links • Standard & Poor's Governance Services (GAMMA Governance Scores) (http://www2.pl/) at Kozminski University.org)]] • United States Proxy Exchange (http://proxyexchange.standardandpoors.0.law.5. Australia • Weinberg Center for Corporate Governance [[University of Delaware (http://www.ecgi.udel.product/equityresearch_gamma/2.0.edu/programs/ olin_center/corporate_governance/) • Institute of Directors (http://www.com/corporategovernance) • The Millstein Center for Corporate Governance and Performance at the [[Yale School of Management (http:// millstein.edu/program/centers/rcfcg/)]] • Corporations.iod.edu.0.0.org) • Global Corporate Governance Forum (http://www. William (2009).0. Poland • The Samuel and Ronnie Heyman Center on Corporate Governance [[Benjamin N. Albert.heyman-center.asp?DocTypeId=25&ObjectId=MTIwNjg) • Low. stanford.0. Governance & Society Research Group at The [[Australian National University (http://corpgov. conflictandcreativityatwork.gcgf.uts. ISBN 9780773438637. fec.worldbank.org/) • The Harvard Law School Program on Corporate Governance (http://www.harvard.edu.au/)]] • Chartered Institute of Personnel and Development (CIPD) resources on corporate governance (http://www. How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence.org/GovernanceReports/) ] .1.
Gamble456. Phgao. DeadEyeArrow. Woohookitty. Karavan-LP. CBowers. Snowmanradio.org/w/index. NuclearWinner. Vandalismterminator. Tophat1712. DocendoDiscimus. Kurieeto. Dkc1971.delanoy. Musical Linguist. YellowMonkey. Jyoshimura.com. Sox617. Do DueDiligence. Mole31. Stemcat. Fusionmix. Noufal cp. Farcaster. Thementor. Farmanesh. JoanneB.php?oldid=417830254 Contributors: Aaronhill. Gregoryloyse. Dachannien. Michael Snow. Singhalawap. Edward. Pb30. D6. Corp Vision. Arthena. Niniey. Forich. Xactandy. Hogayoga. John Quiggin. Leetnoob. Neilc. Flawiki. Martin Kozák. Charles Matthews. Wknight94. Squash Racket.. org/ licenses/ by-sa/ 3. Wackywace. Rkitko. Corpgov. Steverapaport. Personalbest. EmmelineK. Sesu Prime. LaserBeam. Cmdrjameson. Mdd. Theo10011. ImperfectlyInformed. Gaius Cornelius. Mydogategodshat. RoyBoy. J Crow.u. Drakonian Imperium. Finance C. Essjay519. Dekisugi. Crazytales. Sagax. Prari. Dboselli. SueHay. Nminow. Olivier. Aesopos. Gilliam. Hunter. Khalid hassani. Neutrality. Stifle. Lumos3. RJN. Mr. IrishHR. Jhegland. Hmains.wikipedia. Sherifhany. RyanCross. Roopchand pokhriyal. Kmklim. Gaslan2. Yurik. Chemingway. Adanielch. Domaley. ChrisRBennett. NadiaLala. Cyalxndr. Qxz. 0/ . Seanachas. Abdullah Mert. GLeachim. El C. Altenmann. Kmccoy. SiobhanHansa. AntiVan. CalSGWorker. Postdlf. David fac51. Sagink. Jeffpc2. FaerieInGrey. Suidafrikaan. Kza. SDC.W. DavidHOzAu. Mark ok7. Ask123.Article Sources and Contributors 16 Article Sources and Contributors Corporate governance Source: http://en. Blu Aardvark. JohRth. Vuong Ngan Ha. ICGN. Choosey. Enzo Aquarius. Adrian J. Ondra2. Beetstra. Benfremer. Financeeditor. Gavin Moodie. Alexlinsker@gmail. HG. Giler. Michael Hardy. Rich Farmbrough. J. FinanceQ. Bmicomp. Alfredxz. GreenReaper. Luk. Sole Soul. Drilnoth. ThePedanticPrick. Xp001ping. Pirc ltd.C. Arsalan Khan Pathan. WereSpielChequers. Gobbleswoggler. Adam. AbsolutDan. John. Roryridleyduff. Biruitorul. Nyresearcher. Rjwilmsi. Damieng. The Anome. LunaTech. Neale Monks. McSly. Dominic Sayers. JonHarder. Hu12. Cwaesche. Normxxx. SimonP. Mini123. Psdanalyst. BenTremblay. Landroni. Ssilvers. Jfire. RainbowOfLight. Martg76. McGeddon. Pstessel. Dcarpenter. Coemgenus. Gregbard. Buchanan-Hermit. Axlq. Jpopovac. Gaslan. Greekcats. Kevinkor2. Zrinski hr. Spegali. Dabomb87. Ohnoitsjamie. BD2412. Xp001xp. Thseamon. Stuartwilks. Bfigura's puppy. EECavazos. Tisane. Bmi232. The Heyman. Jem147. Heresiarch. Sciurinæ. MBisanz. 946 . ArielGold. Klausness. Dcarafel. Leolaursen. IvanLanin. MaxHund. Belovedfreak.0 Unported http:/ / creativecommons. Hello32020. Beagel.J. Dwilliams0428. MrOllie. Loren36. Examtester. Rodrigoleite. Ommm. DavidTurner100. T g7. Ssweeting. Bmcdaniel. Maurreen. Nagelfar.ينام . Muppet317. Sapovadia. Fifo. Allisoga. MER-C. Grafen. Kalivd. Kuru. Mchap. Ericbonetti. Bangdrum. Bryan Derksen. Wile E. Bobo192.Z-man. Rvelamuri. Rrburke. Fruits. EFocus. Thatguyflint. Redgolpe. Legis. Sox First. Businessrep. Bar mangan. Lilyhover.בוט-רה יראבanonymous edits License Creative Commons Attribution-Share Alike 3. Cannaya. Yeu Ninje. Max Tulip. Mdahpiercey. Apoc2400. Wikidea. Lisalima. Alexihlo. JDMBAHopeful.