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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.
Over the past three decades.g. the rights of individual owners and shareholders have become increasingly derivative and dissipated. Macmillan) continues to have a profound influence on the conception of corporate governance in scholarly debates today. was the domicile for the majority of publicly-traded corporations. and because the US's wealth has been increasingly securitized into various corporate entities and institutions. In the UK. and Delaware law since Delaware. .: IBM. 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. however. the following Harvard Business School management professors published influential monographs studying their prominence: Myles Mace (entrepreneurship)." Since the late 1970’s. corporate governance has been the subject of significant debate in the U. 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. therefore. Means pondered on the changing role of the modern corporation in society. Fifty years later. Accordingly. According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors. as of 2004. broad efforts to reform corporate governance have been driven. Bold. corporations are governed under common law. 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. even for several consecutive years. by the needs and desires of shareowners to exercise their rights of corporate ownership and to increase the value of their shares and. Eugene Fama and Michael Jensen's "The Separation of Ownership and Control" (1983. Kodak. to make corporate governance more efficient. wealth. and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law. The California Public Employees' Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before). but the results are nonbinding. have historically been rejected by the board of directors. the issue of corporate governance in the U. Edwin Dodd. In the first half of the 1990s. in part.S. shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws. Academy of Management Review).United States In the 19th century. the Model Business Corporation Act. In the United States.. Chandler. (business history).S. less authoritatively. Alfred D. corporate directors’ duties have expanded greatly beyond their traditional legal responsibility of duty of loyalty to the corporation and its shareowners. not infrequently back dated). and around the globe. by the unrestrained issuance of stock options. the corporate bylaws. Since that time. Shareholders can initiate 'precatory proposals' on various initiatives. Precatory proposals which have received majority support from shareholders. received considerable press attention due to the wave of CEO dismissals (e.g. Berle and Means' monograph "The Modern Corporation and Private Property" (1932. state corporation laws enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights. Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior). History . From the Chicago school of economics. Agency theory's dominance was highlighted in a 1989 article by Kathleen Eisenhardt ("Agency theory: an assessement and review". and Gardiner C. 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. Individual rules for corporations are based upon the corporate charter and.Corporate governance 2 Legal environment In the United States. Jr. Honeywell) by their boards. US expansion after World War II through the emergence of multinational corporations saw the establishment of the managerial class.
who often had a vested. 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. as well as lesser corporate debacles. . buyers and sellers of corporation stocks were individual investors. these statistics do not reveal the full extent of the practice. 3 Impact of Corporate Governance The positive effect of corporate governance on different stakeholders ultimately is a strengthened economy. averaged over 80% of NYSE trades in some months of 2007. auditors and shareholders with insights for the compliance of new legislation.g. and other financial institutions).2% in annualised sales growth and 7. the massive bankruptcies (and criminal malfeasance) of Enron and Worldcom. officers. Tyco.) Unfortunately. who usually had an emotional as well as monetary investment in the company (think Ford). 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). South Korea. rules and responsibilities in response to the avalanche of corporate accounting scandals. brokers. Role of institutional investors Many years ago. led to increased shareholder and governmental interest in corporate governance. such as wealthy businessmen or families. The lack of corporate governance mechanisms in these countries highlighted the weaknesses of the institutions in their economies. to an additional 5.  With the goal of promoting positive social change. on average. and the Board diligently kept an eye on the company and its principal executives (they usually hired and fired the President. pension funds. Arthur Andersen.. worldwide. Global Crossing. Over time. In this way.Corporate governance In 1997. In the early 2000s.  The new version is updated annually with the most recent supplement for the year 2010.0% in annualised market cap growth over a three-year horizon. "Representing Corporate Officers and Directors. AOL. of which there are many). 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. banks. other investor groups. such as Adelphia Communications . and hence good corporate governance is a tool for socio-economic development. Program trading. Malaysia and The Philippines severely affected by the exit of foreign capital after property assets collapsed.  On the microlevel. A one-notch positive difference on S&P’s governance scoring scale corresponded. such as in mutual funds.  (Moreover. This is reflected in the passage of the Sarbanes-Oxley Act of 2002.  He revisited his treatise on corporate governance in 2005. exchange-traded funds." was first published in 1987. mutual funds. However this growth occurred primarily by way of individuals turning over their funds to 'professionals' to manage. Indonesia. The Board of Directors of large corporations used to be chosen by the principal shareholders. which are now almost all owned by large institutions. hedge funds. insurance companies. the hallmark of institutional trading. the East Asian Financial Crisis saw the economies of Thailand. because of so-called 'iceberg' orders. Marc Lane's  book on best corporate governance practices. corporate governance positively affects some key performance indicators. In a study  by Standard & Poor's Governance Services  analysts back-tested the correlations of S&P’s with corporate performance. there has been a concurrent lapse in the oversight of large corporations. personal and emotional interest in the corporations whose shares they owned. The study also points out that predictive power of corporate governance in terms of shareholder value exceeds its perception by financial markets. See Quantity and display instructions under last reference. markets have become largely institutionalized: buyers and sellers are largely institutions (e. Lane provides companies and their directors. 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.
institutional investors support shareholder resolutions on such matters as executive pay and anti-takeover. Occasionally. employees. State Street Corp.) are designed simply to invest in a very large number of different companies with sufficient liquidity. creditors." by Alan Murray. Korean chaebol 'groups') . a system of corporate governance controls is implemented to assist in aligning the incentives of managers with those of shareholders. the board of directors. often still by large individual investors. Since the marked rise in the use of Internet transactions from the 1990s. Finally. for example. Not all are qualities unique to enterprises with retained family interests. develop directional policy. the interests of most investors are now increasingly rarely tied to the fortunes of individual corporations." Since 1996. whereas stock in the USA or the UK and Europe are much more broadly owned. therefore. aka. "Revolt in the Boardroom. But. With the significant increase in equity holdings of investors. supervise and remunerate senior executives and to ensure accountability of the organization to its owners and authorities. these investors have even less interest in a particular company's governance. One of the biggest strategic advantages a company can have. 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. Stock market index options . this superior performance amounts to 8% per year. customers and the community at large. the Chief Executive Officer. So. the sale of derivatives (e.Corporate governance or Chief Executive Officer— CEO). there has been an opportunity for a reversal of the separation of ownership and control problems because ownership is not so diffuse. 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."  In that last study. such as officers of the corporation or business colleagues. "poison pill" measures. [BusinessWeek has found]. "Look beyond Six Sigma and the latest technology fad. "BW identified five key ingredients that contribute to superior performance. they will simply sell out their interest. Even as the purchase of individual shares in any one corporation by individual investors diminishes. but rarely. The Board is now mostly chosen by the President/CEO. This separation of ownership from control implies a loss of effective control by shareholders over managerial decisions. Forget the celebrity CEO. A board of directors often plays a key role in corporate governance.g. appoint. . shareholders and Auditors). or the largest investment management firm for corporations. 4 Parties to corporate governance Parties involved in corporate governance include the regulatory body (e.) has soared.g.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. etc. The shareholder delegates decision rights to the manager to act in the principal's best interests.. 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). the largest pools of invested money (such as the mutual fund 'Vanguard 500'. 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. management. It is their responsibility to endorse the organization's strategy. and may be made up primarily of their friends and associates. Partly as a result of this separation between the two parties. Nowadays. based on the idea that this strategy will largely eliminate individual company financial or other risk and. exchange-traded funds (ETFs). the ownership of stocks in markets around the world varies. Since the (institutional) shareholders rarely object. 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. is blood lines. Other stakeholders who take part include suppliers." See also.
Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. performance orientation. human. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. compliance and administration.Corporate governance The Company Secretary. and disclosure in financial reports. though. 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. • Interests of other stakeholders: Organizations should recognize that they have legal and other obligations to all legitimate stakeholders. that reliance by a company on the integrity and ethics of individuals is bound to eventual failure. trust and integrity. All parties to corporate governance have an interest. benefits and reputation. responsibility and accountability. They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings. in the effective performance of the organization. Directors. It is important to understand. whether direct or indirect. In particular. 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. is a high ranking professional who is trained to uphold the highest standards of corporate governance. In return these individuals provide value in the form of natural. especially concerning actual or apparent conflicts of interest. • Integrity and ethical behaviour: Ethical and responsible decision making is not only important for public relations. social and other forms of capital. 5 Principles Key elements of good corporate governance principles include honesty. There are issues about the appropriate mix of executive and non-executive directors.g. A key factor is an individual's decision to participate in an organization e. Customers receive goods and services. and commitment to the organization. Because of this. 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. factual information. • 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. mutual respect. workers and management receive salaries. openness. known as a Corporate Secretary in the US and often referred to as a Chartered Secretary if qualified by the Institute of Chartered Secretaries and Administrators (ICSA). senior executives should conduct themselves honestly and ethically. effective operations. while shareholders receive capital return. If some parties are receiving more than their fair return then participants may choose to not continue participating leading to organizational collapse. • 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. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. but it is also a necessary element in risk management and avoiding lawsuits. suppliers receive compensation for their goods or services. Issues involving corporate governance principles include: • internal controls and internal auditors • the independence of the entity's external auditors and the quality of their audits • oversight and management of risk • oversight of the preparation of the entity's financial statements .
and compliance with laws and regulations. It could be argued. another group review and can veto the changes. Internal corporate governance controls Internal corporate governance controls monitor activities and then take corrective action to accomplish organisational goals. the ability of the board to monitor the firm's executives is a function of its access to information. to monitor managers' behaviour. require that the President be a different person from the Treasurer. . That responsibility cannot be relegated to management. 6 Mechanisms and controls Corporate governance mechanisms and controls are designed to reduce the inefficiencies that arise from moral hazard and adverse selection. Perpetuation for its own sake may be counterproductive. Corporate governance must go well beyond law." However it should be noted that a corporation should cease to exist if that is in the best interests of its stakeholders." despite some feeble attempts from various quarters. Examples include: • Monitoring by the board of directors: The board of directors. they may not always result in more effective corporate governance and may not increase performance. Smale. fire and compensate top management. employees) outside the three groups are being met. quality and frequency of financial and managerial disclosure. The quantity. audit committee. the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment). John G. efficient and transparent administration and strive to meet certain well defined. that executive directors look beyond the financial criteria. shareholders. with its legal authority to hire. safeguards invested capital. It is something much broader.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. This application of separation of power is further developed in companies where separate divisions check and balance each other's actions. It may be in the form of cash or non-cash payments such as shares and share options. ex ante. written objectives. An ideal control system should regulate both motivation and ability. and the commitment to run a transparent organization. • Internal control procedures and internal auditors: Internal control procedures are policies implemented by an entity's board of directors. • Remuneration: Performance-based remuneration is designed to relate some proportion of salary to individual performance. Moreover.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. For quite some time it was confined only to corporate management. For example. Whilst non-executive directors are thought to be more independent. an independent third party (the external auditor) attests the accuracy of information provided by management to investors. discussed and avoided. One group may propose company-wide administrative changes. and a third group check that the interests of people (customers. 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. Different board structures are optimal for different firms. remains an ambiguous and often misunderstood phrase. operating efficiency. a former member of the General Motors board of directors. and other personnel to provide reasonable assurance of the entity achieving its objectives related to reliable financial reporting. wrote: "The Board is responsible for the successful perpetuation of the corporation. Regular board meetings allow potential problems to be identified. therefore. That is not so. for it must include a fair. 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. management.
Such incentive schemes. Accountants and auditors are the primary providers of information to capital market participants. 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. Current accounting practice allows a degree of choice of method in determining the method of measurement. it can involve non-disclosure of information. The traditional answer to this problem is the efficient market hypothesis (in finance. criteria for recognition. 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 rely on auditors' competence. Imperfections in the financial reporting process will cause imperfections in the effectiveness of corporate governance. This may result in a conflict of interest which places the integrity of financial reports in doubt due to client pressure to appease management. are reactive in the sense that they provide no mechanism for preventing mistakes or opportunistic behaviour. • Supply of accounting information: Financial accounts form a crucial link in enabling providers of finance to monitor directors. and even the definition of the accounting entity. One area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. 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. 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. views inevitably led to the client prevailing. the third party was an entity in which Enron had a substantial economic stake. however. more fundamentally. which suggests that the small shareholder will free ride on the judgements of larger professional investors. 7 External corporate governance controls External corporate governance controls encompass the controls external stakeholders exercise over the organisation. However. In discussions of accounting practices with Arthur Andersen. Enron concealed huge losses by creating illusions that a third party was contractually obliged to pay the amount of any losses. Similar provisions are in place under clause 49 of SEBI Act in India. 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. to select and dismiss accounting firms contradicts the concept of an independent auditor. The exercise of this choice to improve apparent performance (popularly known as creative accounting) imposes extra information costs on users. the partner in charge of auditing. This should. . In the extreme. and can elicit myopic behaviour. The power of the corporate client to initiate and terminate management consulting services and.Corporate governance superannuation or other benefits. The Enron collapse is an example of misleading financial reporting. The directors of the company should be entitled to expect that management prepare the financial information in compliance with statutory and ethical obligations. especially to a small shareholder.
what most distinguishes enlightened directors from traditional and standard directors is the passionate obligation they feel to engage in the day-to-day challenges and strategizing of the company. 8 Regulation Rules versus principles Rules are typically thought to be simpler to follow than principles. In practice rules can be more complex than principles. most of the time. or if the informed user is unable to exercise a monitoring role due to high costs (see Systemic problems of corporate governance above). Principles on the other hand is a form of self regulation. good financial reporting is not a sufficient condition for the effectiveness of corporate governance if users don't process it. as opposed to a real. risk. complex companies. It allows the sector to determine what standards are acceptable or unacceptable. Action Beyond Obligation Enlightened boards regard their mission as helping management lead the company. In practice. Enlightened directors go far beyond merely meeting the requirements on a checklist. enlightened boards do not feel hampered by the rules and regulations of the Sarbanes-Oxley Act. They both deter bad actors and level the competitive playing field. 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. There are various integrated governance. greater enforcement is not always better. They are more likely to be supportive of the senior management team. Nevertheless. however. this is largely a theoretical. They lead by example. Enlightened boards can be found in very large. 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.this is harder to achieve if one is bound by a broader principle. rather than treat them as separate entities. Enforcement Enforcement can affect the overall credibility of a regulatory system. . It also pre-empts over zealous legislations that might not be practical. They may be ill-equipped to deal with new types of transactions not covered by the code. risk and compliance solutions available to capture information in order to evaluate risk and to identify gaps in the organization’s principles and processes. even if clear rules are followed. as well as smaller companies. enlightened boards regard compliance with regulations as merely a baseline for board performance. At the same time. one can still find a way to circumvent their underlying purpose . for taken too far it can dampen valuable risk-taking. Moreover. enlightened directors recognize that it is not their role to be involved in the day-to-day operations of the corporation. Unlike standard boards that aim to comply with regulations. Rules also reduce discretion on the part of individual managers or auditors. Unlike traditional boards. Overall. demarcating a clear line between acceptable and unacceptable behaviour.Corporate governance However. They do not need Sarbanes-Oxley to mandate that they protect values and ethics or monitor CEO performance. the enlightened board is aligned on the critically important issues facing the company.
and the community. major capital expansions. In Europe. The CEO has broad power to manage the corporation on a daily basis. normally. 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. which some see as a conflict of interest. a corporation is governed by a board of directors. or other expensive projects. the heavy presence of banks in the equity of German firms . decision making. In the United States. 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. which has the power to choose an executive officer. These differ according to the variety of capitalism in which they are embedded. acquiring another company. 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. there is a considerable variation in corporate governance models around the world. The coordinated model that one finds in Continental Europe and Japan also recognizes the interests of workers. with board members beholden to the chief executive whose actions they are intended to oversee. Each model has its own distinct competitive advantage. monitoring management's performance. Frequently. . members of the boards of directors are CEOs of other corporations. raising money. or corporate control.S. customers. recent approach to governance issues and what has happened in the UK. usually known as the chief executive officer. Corporate governance models around the world Although the US model of corporate governance is the most notorious. since after a filing. In the United States. individual shareholders are not offered a choice of board nominees among which to choose. Another proposal is for the government to allow poorly-managed businesses to go bankrupt. such as hiring his/her immediate subordinates. Perverse incentives have pervaded many corporate boards in the developed world. but are merely asked to rubberstamp the nominees of the sitting board. This can lead to "self-dealing". directors have to cover more of their own legal bills and are frequently sued by bankruptcy trustees as well as investors. Other duties of the board may include policy setting. but needs to get board approval for certain major actions. the main problem is the conflict of interest between widely-dispersed shareholders and powerful managers. However. the main problem is that the voting ownership is tightly-held by families through pyramidal ownership and dual shares (voting and nonvoting). where the controlling families favor subsidiaries for which they have higher cash flow rights. The liberal model that is common in Anglo-American countries tends to give priority to the interests of shareholders. The liberal model of corporate governance encourages radical innovation and cost competition. suppliers. Anglo-American Model There are many different models of corporate governance around the world. whereas the coordinated model of corporate governance facilitates incremental innovation and quality competition. there are important differences between the U. The intricated shareholding structures of keiretsus in Japan. The board of directors is nominally selected by and responsible to the shareholders.
they should provide explanations concerning divergent practices. participate on ABA committees. they must disclose whether they follow the recommendations in those documents and. standards and frameworks relevant to the sustainability agenda. in other words. While Delaware does not follow the Act. Most states' corporate law generally follow the American Bar Association's Model Business Corporation Act . One issue that has been raised since the Disney decision in 2005 is the degree to which companies manage their governance responsibilities. companies are primarily regulated by the state in which they incorporate though they are also regulated by the federal government and. For example. a "snap-shot" of the landscape and a perspective from a think-tank/professional association on a few key codes. including former Delaware Supreme Court Chief Justice E. However.Corporate governance 10 Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges. or should they create governance guidelines that ascend to the level of best practice. where not.  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. Such disclosure requirements exert a significant pressure on listed companies for compliance. or associations (institutes) of directors and managers with the support of governments and international organizations. institutional investors. This is due to Delaware's generally management-friendly corporate legal environment and the existence of a state court dedicated solely to business issues (Delaware Court of Chancery ). Building on the work of the OECD. the guidelines issued by associations of directors (see Section 3 above). For example. particularly on accountability and reporting . The GM Board Guidelines reflect the company’s efforts to improve its own governance capacity. by their stock exchange. it still considers its provisions and several prominent Delaware justices. One of the most influential guidelines has been the 1999 OECD Principles of Corporate Governance. corporations. including more than half of the Fortune 500. For example. 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. may have a wider multiplying effect prompting other companies to adopt similar documents and standards of best practice. . although the codes linked to stock exchange listing requirements may have a coercive effect. This was revised in 2004. In the United States. The highest number of companies are incorporated in Delaware. if they are public. however. As a rule. Norman Veasey . and frameworks . other international organisations. companies quoted on the London and Toronto Stock Exchanges formally need not follow the recommendations of their respective national codes. private sector associations and more than 20 national corporate governance codes. The OECD remains a proponent of corporate governance principles throughout the world. standards. compliance with these governance recommendations is not mandated by law. corporate managers and individual companies tend to be wholly voluntary.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. Such documents.
while other researchers found that the relationship between share ownership and firm performance was dependent on the level of ownership. And ownership can be changed by the stakeholders of the company. Some examples of ownership structures include pyramids. and webs. from 11% for Canadian companies to around 40% for companies where the regulatory backdrop was least certain (those in Morocco. 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. who had no management ties. The following examples are illustrative.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. undertook formal evaluation of its directors.e. found that those "most admired" had an average return of 125%. Some argue that firm performance is positively associated with share option plans and that these plans direct managers' energies and extend their decision horizons toward the long-term. Low average levels of pay-performance alignment do not necessarily imply that this form of governance control is inefficient. whenever possible. Some researchers have found that the largest CEO performance incentives came from ownership of the firm's shares. research into the relationship between specific corporate governance controls and some definitions of firm performance has been mixed and often weak. performance of the company. It is unlikely that board composition has a direct impact on profitability. McKinsey found that 80% of the respondents would pay a premium for well-governed companies. that point of view came under substantial criticism circa in the wake of various security . However. concentration ratios) and then making a sketch showing its visual representation. It is a tool frequently employed by policy-makers and researchers in their analyses of corporate governance within a country or business group. ownership structures are identified by using some observable measures of ownership concentration (i. On the other hand. and less interested in the welfare of their shareholders. The idea behind the concept of ownership structures is to be able to understand the way in which shareholders interact with firms and. rather than the short-term. Antunovich et al. Others have found a negative relationship between the proportion of external directors and profitability. Generally. The size of the premium varied by market. Board composition Some researchers have found support for the relationship between frequency of meetings and profitability. Egypt and Russia). Not all firms experience the same levels of agency conflict. The results suggest that increases in ownership above 20% cause management to become more entrenched. one measure of firm performance. while others found no relationship between external board membership and profitability. In a study of five year cumulative returns of Fortune Magazine's survey of 'most admired firms'. and external and internal monitoring devices may be more effective for some than for others. 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. Corporate governance and firm performance In its 'Global Investor Opinion Survey' of over 200 institutional investors first undertaken in 2000 and updated in 2002. rings. and was responsive to investors' requests for information on governance issues. cross-share holdings. In a recent paper Bhagat and Black found that companies with more independent boards are not more profitable than other companies. whilst the 'least admired' firms returned 80%. to locate the ultimate owner of a particular group of firms. They defined a well-governed company as one that had mostly out-side directors.
"Representing corporate officers and directors" (http:/ / www.0.1.13. xceo. ssrn. washingtonpost. html). amazon. 22 May 2006). cfm?eventid=2761). "THE LAW OFFICES OF MARC J. .0. Retrieved 28 May 2009. Amazon. Amazon. Retrieved 2 June 2009.com/attorneys/60601-il-marc-lane-1132572. com/ sol3/ papers.  Penn. asp?  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. Retrieved 28 May 2009.0. com/ wp-dyn/ articles/ A39143-2004Jul9. The Harry Walker Agency. Federal Reserve Board economist Weisbenner) determined options may be employed in concert with stock buybacks in a manner contrary to shareholder interests. These authors argued that. businessweek.S.0.Corporate governance scandals including mutual fund timing episodes and. (Monday. Retrieved 12 May 2009. php?submenu=About_Founder& src=gendocs& ref=AboutOurFounder& category=About  Staff Writer (2009). harrywalker. html). "The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan. . com/ research/ en/  http:/ / www. html  http:/ / www.0.S.0. M. Lane" (http:/ / www. programtrading. 12 References  For a good overview of the different theoretical perspectives on corporate governance see Chapter 15 of Dignam. northwestern. Avvo.  Bebchuck LA. Inc.com/attorneys/60601-il-marc-lane-1132572.0. The Reform of Corporate Governance: Major Trends in the U.0. product/ equityresearch_gamma/ 2.  http:/ / www2. A compendium of academic works on the option/buyback issue is included in the study Scandal  by author M. (2004).  Staff Writer (2005). Gumport  issued in 2006. php)  http:/ / www.6.0. com/ Representing-Corporate-Officers-Directors-Marc/ dp/ 0735550964/ ref=pd_rhf_p_img_1).0.. Harvard Law Review. Standard & Poors 500 companies surged to a $500 billion annual rate in late 2006 because of the impact of options. in part.0. org/ b/ OL3308939M/ Representing-corporate-officers-and-directors).com. cfm?abstract_id=955289)  http:/ / marcjlane. "Harry Walker Agency Adds Marc J. amazon.1. law.0. nhbar.. Oxford University Press ISBN 978-0-19-928936-3  Foucault. Subjectivity and Truth: Essential Works of Foucault 1954 – 1984 Volume One P. com/ index. 1977-1997. Inc. Corporate Boardroom.13. "Representing corporate officers and directors" (http:/ / openlibrary. The Case for Increasing Shareholder Power (http:/ / papers. (http:/ / www.  The Harry Walker Agency. and various alternative implementations of buybacks surfaced to challenge the dominance of "open market" cash buybacks as the preferred means of implementing a share repurchase plan. "Representing Corporate Officers & Directors (Ring-bound)" (http:/ / www.0. Retrieved 1 June 2010. use of options faced various criticisms. cfm?abstract_id=387940).0. in particular. Curtis J.  Staff Editors (Jan 1987).html. com/ company-activities-management/ business-ethics/ 5478580-1.1. org/ publications/ archives/ display-journal-issue. Retrieved 1 June 2009. org/ isbn/ 0735550964). "Representing Corporate Officers and Directors (Business Practice Library) (Hardcover)" (http:/ / www.. Rabinow. New York.0. 2000-2009)" (http:/ / www2..com. com/ portal/ site/ sp/ en/ ap/ page. . London. Avvo. com/ magazine/ content/ 03_45/ b3857002. product/ equityresearch_gamma/ 2. WorldCat. (2007). New York: Business Wire. A and Lowry. credit-suisse. Impassioned. ssrn. Northwestern Law.  Oleg Shvyrkov & Elena Pastoukhova (2010).0. Even before the negative influence on public opinion caused by the 2006 backdating scandal. asp?id=13  SSRN-Good Corporate Governance: An Instrument for Wealth Maximisation by Vrajlal Sapovadia (http:/ / papers.0.  Crawford. . J (2006) Company Law." (http:/ / www.5. htm ..  Staff Writer (2009). doctoral dissertation.0.0. ). "Marc J. .0. com/ speaker/ Marc-Lane. standardandpoors. LANE AND ITS FINANCIAL-SERVICES AFFILIATES JOIN UNITED NATIONS' GLOBAL COMPACT" (http:/ / www.5. cfm?Spea_ID=955). Capella University. standardandpoors. A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed. html  http:/ / www. Standard & Poor's. Retrieved 1 June 2009. . .  Staff Editors (13 October 2004). Numerous authorities (including U. 2000. Lane to Its Roster of Renowned Business Speakers. corporate stock buybacks for U. edu/ news/ article_full. Michael (19 July 2006). com/ sol3/ papers. . net/ about_us/ crawford_dissertation.  Staff Writer (2005). ed. Avvo. com/ portal/ site/ sp/ en/ ap/ page.S. com/ Representing-Corporate-Officers-Directors-Business/ dp/ 0471817880/ ref=sr_1_1?ie=UTF8& s=books& qid=1243963050& sr=1-1). worldcat. A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs.0. Ethics. com/ cgi/ ClientLogin. Retrieved 2 June 2005. allbusiness.html "Marc Jay Lane" (http:/ / www. Penguin.0. Retrieved 28 May 2009.
2010). Patrick Bolton. FMG CG Working Paper 001. UNCTAD. James A. Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions.  Theyrule. Dec07_final. net)  http:/ / courts.K. . wbcsd. org/ buslaw/ library/ onlinepublications/ mbca2002.Finance Working Paper No. "Corporate Governance in the U. • Claessens. Sridhar. Anglo-American. Journal of Economic Perspectives 21 (1): 117–140. org/ Plugins/ DocSearch/ details. ISBN 1-57851-237-9. net/ admin/ files/ events/ Crawford. (2000) The Separation of Ownership and Control in East Asian Corporations. unctad. bwl. ISBN 0-415-32910-8 .ac. (http:/ / www. org/ Templates/ Page.P. com/ author=665434 13 Further reading • Arcot. "The Uncertain Relationship Between Board Composition and Firm Performance". delaware. Petit. akingump. Vernadat. Klug and Jerold L.. Michael. 2010). 58: 81-112 • Clarke.net (http:/ / theyrule. 1996. Christophe. Report of the Committee on the Financial Aspects of Corporate Governance. 1992. unctad. ISBN 978-1416559931.117. Thomas (ed. Retrieved 2009-08-13. com/ article/ SB10001424052748704130904574644153816967962. Wall Street Journal.Corporate governance  http:/ / invest-faq. Volpin P. pdf)  Gillespie. HBR (2000). Thomas (ed. Available online from (http://www. Ailsa Röell. (2007). (http://ssrn.ecgi. pdf)  http:/ / www. . "Corporate Governance and Control" (October 2002.lse. Brussels. Zimmerman. ISBN 0-415-32308-8 • Clarke.com/abstract=343461) • Brickley. Sir Adrian. Akin Gump. Bruno. Harvard Business Review "On Corporate Governance".  http:/ / www. Retrieved 2008-11-09.uk/ publications/searchdetail.  Bhagat & Black. Harvard Business School Press. html  http:/ / www. 54 Business Lawyer)  Generally Accepted Accounting Principles (GAAP)  National Association of Corporate Directors (NACD) – Directors Monthly. Journal of Financial Economics. Simeon & Lang. moneyglossary. Russia • Cadbury. doi:10. xceo. org/ articles/ 1397. ISBN • Feltus. European. pdf  Enriques L.) (2004) "Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance. Stijn. com/ articles/ deriv-option-basics.  James Freeman (January 12. de/ vwl/ forsch/ veroeff/ papers/ ddpie_179.php?pubid=1&wsid=1&wpdid=1308) • Becht. William S. ECGI . Marco. pdf)  "International Standards of Accounting and Reporting. Aug 2005 (http:/ / www. asp?intItemID=2920& lang=1). Pg 13. Sir Adrian. html  Harvard Business Review. gov/ chancery  http:/ / www. asianresearch.2/ISAR/31 (http:/ / www. Vol. Moscow.1. Kuckreja. Asian and Contemporary Corporate Governance" London and New York: Routledge. Djankov. pdf  http:/ / www.  http:/ / www. com/ ?w=Cross-holdings  http:/ / www. asp?DocTypeId=25& ObjectId=MTIwNjg  http:/ / ssrn. pdf  TD/B/COM. com/ enormanveasey/  The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility.21. abanet. org/ en/ docs/ iteteb20063_en. Instituut voor Bestuurders. unctad. "Corporate Governance: Brussels".Genesis. Directors_Monthly.) (2004) "Critical Perspectives on Business and Management: 5 Volume Series on Corporate Governance .: is the comply-or-explain working?" (December 2005). html). com/ abstract=927111  http:/ / ssrn. Free Press. wsj. org/ files/ downloads/ Corporate_Governance_Reforms_in_Continental_Europe. Gee and Co Ltd. François. org/ includes/ getTarget. updated August 2004). (http://fmg. pdf). asp?type=p& id=MTE0OA& doOpen=1& ClickMenu=LeftMenu  http:/ / www. Managerial Economics & Organizational Architecture. “Enlightened Boards: Action Beyond Obligation”. weil. wbcsd. "The Code of Best Practice"." London and New York: Routledge. 02/2002.org/codes) • Cadbury. (2009). Proceedings of the 13th IFAC Symposium on Information Control Problems in Manufacturing (INCOM'09). tkyd. John (January 12. Larry H. 31Number 12 (2007). com/ docs/ publication/ 795. Corporate Governance Disclosure" (http:/ / www. org/ en/ docs/ c2isard31_en. Hitting the Boards (http:/ / online. Valentina and Antoine Faure-Grimaud. tu-darmstadt. Refining the Notion of Responsibility in Enterprise Engineering to Support Corporate Governance of IT . "Corporate governance reforms in Continental Europe" (http:/ / www.1257/jep.
ISBN 0-976-90190-9 9780976901914 • Denis.. ISBN 0-415-32309-6 • Clarke.J. • La Porta. and R... Doyle. A Survey of Enterprise Reforms in China: The Way Forward.cfm?Section=corp_gov_com&Template=/TaggedPage/TaggedPageDisplay. Thomas (2007) "International Corporate Governance " London and New York: Routledge. "Themes and Variations: The Convergence of Corporate Governance Practices in Major World Markets. J.pdf) • Murray. ISBN 978-1-4129-2899-1 • Clarke. • Skau.tu-darmstadt.Corporate governance • Clarke. Frank H.com/dp/B0013L4DZI) • New York Society of Securities Analysts. Corporate Ownership around the World. Financial Analysits Journal. International Corporate Governance.org/ Template. J. December 2004) ISBN • Crawford.com/power/contents. Compliance & conviction: the evolution of enlightened corporate governance. G. Marie (eds. Naughton (2007). Logan. CA: SAGE. C. & Pol’y). • Garrett.O (1992).. and Daniel R. J. McConnell (2003). The Journal of Finance. Calif: XCEO. R. Thomas & dela Rama. 31 (2): 138-156. and A. standards.com/home/papers/ suffrage. • Holton.K. Allison. Thomas & Chanlat. Shleifer (1999). Nell. ISBN 978-1-4129-3589-0 • Colley. Robert A. D. Istanbul Bilgi University. 14 .G. Jean-Francois (eds." 32 Denv. Corporate Governance Handbook. Glyn A (2006). and J. Stettinius. and frameworks (http://www. Robert A. Froud.pdf). Int’l L. Karel (2004) Corporate Governance and Disappointment Review of International Political Economy. A Network Analysis of Financial Linkages (http://www. Vishny (1997). M. Alan Revolt in the Boardroom (HarperBusiness 2007) (ISBN 0-06-088247-6) Remainder (http://www. Economic Systems. Sukhdev and Williams. "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India" (January 2007).cfm&TPLID=3& ContentID=499) • OECD (1999.) (2008) "Fundamentals of Corporate Governance (4 Volume Series)" London and Thousand Oaks. Corporate Governance (Blackwell 2004) ISBN • Monks. • Lekatis.nyssa. ISBN 9780415405331 • Clarke. A Survey of Corporate Governance. 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.) (2009) "European Corporate Governance " London and New York: Routledge.com/ IT_and_Information_Security_after_Sarbanes_Oxley. Mert (2004) "The Correlation between Corporate Governance and Public Relations". full text available online (http://www. (http://www. Lopez-De-Silanes. H. What is Corporate Governance ? (McGraw-Hill.contingencyanalysis. Vrajlal K.thecorporatelibrary. 15–20. J. Thomas & dela Rama. • Easterbrook. Jochen and Tydecks. and Minow.. Power and Ownership Structures among German Companies. Investor Suffrage Movement (http://www.. Journal of Financial and Quantitative Analysis. • Hovey.compliance-llc. 2004) Principles of Corporate Governance Paris: OECD) • Özekmekçi. 52 (2): 737-783. amazon. 11 (4): 677-713.W. W.de/vwl/forsch/veroeff/papers/ ddpie_179.vwl. Marie (eds. Patrick (2007). 62 (6). Available at SSRN: http://ssrn. and T. Nell. A. 38 (1): 1-36. Ismail. Santa Clara. Johal. Journal of Finance.G. ISBN • Erturk. F. Fischel. The Economic Structure of Corporate Law. George IT and Information Security after Sarbanes-Oxley (http://www.html) • Moebert. • Sapovadia.pdf) • Monks. CA: SAGE.com/abstract=712461 • Shleifer. Power and Accountability (HarperBusiness 1991). 54 (2): 471-517. 2003. Abdullah. Julie. and Minow. (2007).) (2006) "Corporate Governance and Globalization (3 Volume Series)" London and Thousand Oaks.
edu/program/centers/rcfcg/)]] • Corporations.0.au/)]] • Chartered Institute of Personnel and Development (CIPD) resources on corporate governance (http://www.law.edu/centers/ ccg)]] • World Bank Corporate Governance Reports (http://rru.edu.pl/) at Kozminski University.0. Poland • The Samuel and Ronnie Heyman Center on Corporate Governance [[Benjamin N.0. How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence.cipd.ecgi. Governance & Society Research Group at The [[Australian National University (http://corpgov.0.0. ISBN 978-1-84519-272-3 • Sun. stanford.asp?DocTypeId=25&ObjectId=MTIwNjg) • Low. fec. Albert.org/) • The Harvard Law School Program on Corporate Governance (http://www.udel.0.uts.ca).org/) • UTS Centre for Corporate Governance (http://www.com/ portal/site/sp/en/ap/page. William (2009).edu/)]] • Kozminski Center for Corporate Governance (http://www.corpgov. 2008. Sussex Academic Press. ISBN 9780773438637.0.0.org/Plugins/DocSearch/details. Australia • Weinberg Center for Corporate Governance [[University of Delaware (http://www.lerner.ccg. " Conflict and Creativity at Work: Human Roots of Corporate Life (http://www.Corporate governance wbcsd. 15 External links • Standard & Poor's Governance Services (GAMMA Governance Scores) (http://www2.html) • Arthur and Toni Rembe Rock Center for Corporate Governance at [[Stanford University (http://www.iod.org)]] • United States Proxy Exchange (http://proxyexchange. co.uk/subjects/corpstrtgy/corpgov/) • European Corporate Governance Institute (ECGI) (http://www.0.worldbank.org/GovernanceReports/) ] .edu.law.0.com/corporategovernance) • The Millstein Center for Corporate Governance and Performance at the [[Yale School of Management (http:// millstein.standardandpoors. New York: Edwin Mellen.gcgf.13.5.som.0. Cardozo School of Law (http:/ /www.harvard.heyman-center.anu.1.edu/programs/ olin_center/corporate_governance/) • Institute of Directors (http://www.au) at the University of Technology Sydney. conflictandcreativityatwork.product/equityresearch_gamma/2.yale.edu.1.org) • Global Corporate Governance Forum (http://www.
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