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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.
corporate governance has been the subject of significant debate in the U. but the results are nonbinding. Berle and Means' monograph "The Modern Corporation and Private Property" (1932. Macmillan) continues to have a profound influence on the conception of corporate governance in scholarly debates today.: IBM. state corporation laws enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights. and Delaware law since Delaware. Chandler. US expansion after World War II through the emergence of multinational corporations saw the establishment of the managerial class. in part." Since the late 1970’s. Alfred D. Over the past three decades. .Corporate governance 2 Legal environment In the United States.g. not infrequently back dated). received considerable press attention due to the wave of CEO dismissals (e. In the 20th century in the immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle.g. corporations are governed under common law. as of 2004. In the first half of the 1990s. Eugene Fama and Michael Jensen's "The Separation of Ownership and Control" (1983. less authoritatively. Since that time. Academy of Management Review). wealth. by the unrestrained issuance of stock options. therefore.S. however. Edwin Dodd. 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. (business history). 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. Bold.S. Shareholders can initiate 'precatory proposals' on various initiatives. 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. to make corporate governance more efficient. and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law. broad efforts to reform corporate governance have been driven. Individual rules for corporations are based upon the corporate charter and. Accordingly. the rights of individual owners and shareholders have become increasingly derivative and dissipated. shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws. and around the globe. and Gardiner C.. Jr. In the United States. the Model Business Corporation Act. According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors. Fifty years later. have historically been rejected by the board of directors. In the UK. History . the following Harvard Business School management professors published influential monographs studying their prominence: Myles Mace (entrepreneurship). Kodak. by the needs and desires of shareowners to exercise their rights of corporate ownership and to increase the value of their shares and. The California Public Employees' Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before). Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior).United States In the 19th century. the analogous corporate constitutional documents (the memorandum and articles of association) can be modified by a supermajority (75%) of shareholders. corporate directors’ duties have expanded greatly beyond their traditional legal responsibility of duty of loyalty to the corporation and its shareowners. Agency theory's dominance was highlighted in a 1989 article by Kathleen Eisenhardt ("Agency theory: an assessement and review". was the domicile for the majority of publicly-traded corporations. Precatory proposals which have received majority support from shareholders. Means pondered on the changing role of the modern corporation in society. and because the US's wealth has been increasingly securitized into various corporate entities and institutions. even for several consecutive years. From the Chicago school of economics. Honeywell) by their boards. the issue of corporate governance in the U. the corporate bylaws.
led to increased shareholder and governmental interest in corporate governance. banks. A one-notch positive difference on S&P’s governance scoring scale corresponded. because of so-called 'iceberg' orders. mutual funds. the hallmark of institutional trading. Program trading. pension funds. Role of institutional investors Many years ago." was first published in 1987. Malaysia and The Philippines severely affected by the exit of foreign capital after property assets collapsed. hedge funds. auditors and shareholders with insights for the compliance of new legislation. such as Adelphia Communications . This is reflected in the passage of the Sarbanes-Oxley Act of 2002. exchange-traded funds. and the Board diligently kept an eye on the company and its principal executives (they usually hired and fired the President.Corporate governance In 1997.g. markets have become largely institutionalized: buyers and sellers are largely institutions (e. The lack of corporate governance mechanisms in these countries highlighted the weaknesses of the institutions in their economies. such as wealthy businessmen or families. these statistics do not reveal the full extent of the practice. 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. 3 Impact of Corporate Governance The positive effect of corporate governance on different stakeholders ultimately is a strengthened economy.) Unfortunately. Note that this process occurred simultaneously with the direct growth of individuals investing indirectly in the market (for example individuals have twice as much money in mutual funds as they do in bank accounts). the majority of investment now is described as "institutional investment" even though the vast majority of the funds are for the benefit of individual investors.0% in annualised market cap growth over a three-year horizon.. and hence good corporate governance is a tool for socio-economic development. 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. worldwide. South Korea. insurance companies. However this growth occurred primarily by way of individuals turning over their funds to 'professionals' to manage.who often had a vested. In this way. "Representing Corporate Officers and Directors. to an additional 5. AOL. which are now almost all owned by large institutions. buyers and sellers of corporation stocks were individual investors. averaged over 80% of NYSE trades in some months of 2007. See Quantity and display instructions under last reference. In the early 2000s. on average.  The new version is updated annually with the most recent supplement for the year 2010. corporate governance positively affects some key performance indicators. there has been a concurrent lapse in the oversight of large corporations. In a study  by Standard & Poor's Governance Services  analysts back-tested the correlations of S&P’s with corporate performance. rules and responsibilities in response to the avalanche of corporate accounting scandals. Arthur Andersen.  He revisited his treatise on corporate governance in 2005. officers. such as in mutual funds.  On the microlevel. The study also points out that predictive power of corporate governance in terms of shareholder value exceeds its perception by financial markets. Marc Lane's  book on best corporate governance practices.2% in annualised sales growth and 7. brokers.  (Moreover. Tyco.  With the goal of promoting positive social change. Indonesia. personal and emotional interest in the corporations whose shares they owned. who usually had an emotional as well as monetary investment in the company (think Ford). . Lane provides companies and their directors. Over time. Global Crossing. of which there are many). as well as lesser corporate debacles. other investor groups. the massive bankruptcies (and criminal malfeasance) of Enron and Worldcom. the East Asian Financial Crisis saw the economies of Thailand. The Board of Directors of large corporations used to be chosen by the principal shareholders.
Stock market index options ." by Alan Murray. based on the idea that this strategy will largely eliminate individual company financial or other risk and. such as officers of the corporation or business colleagues. or the largest investment management firm for corporations."  In that last study. develop directional policy.) has soared. A board of directors often plays a key role in corporate governance. and may be made up primarily of their friends and associates. But. Nowadays. the ownership of stocks in markets around the world varies. exchange-traded funds (ETFs).) are designed simply to invest in a very large number of different companies with sufficient liquidity. this superior performance amounts to 8% per year. It is their responsibility to endorse the organization's strategy.g. etc. 4 Parties to corporate governance Parties involved in corporate governance include the regulatory body (e. the Chief Executive Officer. 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. "Revolt in the Boardroom. is blood lines. the sale of derivatives (e. Korean chaebol 'groups') . "BW identified five key ingredients that contribute to superior performance. appoint.. 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. Other stakeholders who take part include suppliers. institutional investors support shareholder resolutions on such matters as executive pay and anti-takeover. management. aka. a system of corporate governance controls is implemented to assist in aligning the incentives of managers with those of shareholders. shareholders and Auditors). One of the biggest strategic advantages a company can have. the largest pools of invested money (such as the mutual fund 'Vanguard 500'. The shareholder delegates decision rights to the manager to act in the principal's best interests. "poison pill" measures. So. but rarely. often still by large individual investors. .g. the interests of most investors are now increasingly rarely tied to the fortunes of individual corporations. for example. whereas stock in the USA or the UK and Europe are much more broadly owned. employees. Not all are qualities unique to enterprises with retained family interests. Since the marked rise in the use of Internet transactions from the 1990s. both individual and professional stock investors around the world have emerged as a potential new kind of major (short term) force in the direct or indirect ownership of corporations and in the markets: the casual participant. Finally. there has been an opportunity for a reversal of the separation of ownership and control problems because ownership is not so diffuse." See also. "Look beyond Six Sigma and the latest technology fad. therefore. With the significant increase in equity holdings of investors.Corporate governance or Chief Executive Officer— CEO). Forget the celebrity CEO. these investors have even less interest in a particular company's governance. customers and the community at large. 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. supervise and remunerate senior executives and to ensure accountability of the organization to its owners and authorities. creditors. Occasionally. the board of directors. Partly as a result of this separation between the two parties. State Street Corp.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." Since 1996. Since the (institutional) shareholders rarely object. they will simply sell out their interest. 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). [BusinessWeek has found]. Even as the purchase of individual shares in any one corporation by individual investors diminishes. 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.
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). 5 Principles Key elements of good corporate governance principles include honesty. There are issues about the appropriate mix of executive and non-executive directors. 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 . that reliance by a company on the integrity and ethics of individuals is bound to eventual failure. compliance and administration. is a high ranking professional who is trained to uphold the highest standards of corporate governance. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. responsibility and accountability. factual information. social and other forms of capital. Of importance is how directors and management develop a model of governance that aligns the values of the corporate participants and then evaluate this model periodically for its effectiveness. and commitment to the organization. Because of this. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. and disclosure in financial reports. A key factor is an individual's decision to participate in an organization e. in the effective performance of the organization. In particular. while shareholders receive capital return. • Role and responsibilities of the board: The board needs a range of skills and understanding to be able to deal with various business issues and have the ability to review and challenge management performance. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear. through providing financial capital and trust that they will receive a fair share of the organizational returns. • Integrity and ethical behaviour: Ethical and responsible decision making is not only important for public relations. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making.g. performance orientation. effective operations. Customers receive goods and services. though. If some parties are receiving more than their fair return then participants may choose to not continue participating leading to organizational collapse. trust and integrity. All parties to corporate governance have an interest.Corporate governance The Company Secretary. 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. suppliers receive compensation for their goods or services. human. In return these individuals provide value in the form of natural. benefits and reputation. • Interests of other stakeholders: Organizations should recognize that they have legal and other obligations to all legitimate stakeholders. especially concerning actual or apparent conflicts of interest. senior executives should conduct themselves honestly and ethically. workers and management receive salaries. They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings. but it is also a necessary element in risk management and avoiding lawsuits. openness. • 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. Directors. It is important to understand. many organizations establish Compliance and Ethics Programs to minimize the risk that the firm steps outside of ethical and legal boundaries. whether direct or indirect. mutual respect.
operating efficiency. management. 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. written objectives. the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment). that executive directors look beyond the financial criteria. an independent third party (the external auditor) attests the accuracy of information provided by management to investors. remains an ambiguous and often misunderstood phrase. This application of separation of power is further developed in companies where separate divisions check and balance each other's actions. a former member of the General Motors board of directors. One group may propose company-wide administrative changes. John G. Whilst non-executive directors are thought to be more independent. For quite some time it was confined only to corporate management. with its legal authority to hire. another group review and can veto the changes. An ideal control system should regulate both motivation and ability. Moreover. and a third group check that the interests of people (customers. Perpetuation for its own sake may be counterproductive. Regular board meetings allow potential problems to be identified. Smale. Different board structures are optimal for different firms. therefore.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. quality and frequency of financial and managerial disclosure. Corporate governance must go well beyond law. to monitor managers' behaviour. 6 Mechanisms and controls Corporate governance mechanisms and controls are designed to reduce the inefficiencies that arise from moral hazard and adverse selection. • Remuneration: Performance-based remuneration is designed to relate some proportion of salary to individual performance. employees) outside the three groups are being met. • Internal control procedures and internal auditors: Internal control procedures are policies implemented by an entity's board of directors. It may be in the form of cash or non-cash payments such as shares and share options. audit committee." However it should be noted that a corporation should cease to exist if that is in the best interests of its stakeholders. It could be argued. It is something much broader. 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. safeguards invested capital. Examples include: • Monitoring by the board of directors: The board of directors. ex ante. and compliance with laws and regulations. require that the President be a different person from the Treasurer. and other personnel to provide reasonable assurance of the entity achieving its objectives related to reliable financial reporting.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. wrote: "The Board is responsible for the successful perpetuation of the corporation. That responsibility cannot be relegated to management. discussed and avoided. for it must include a fair. For example. efficient and transparent administration and strive to meet certain well defined. and the commitment to run a transparent organization. fire and compensate top management. . shareholders. The quantity. Internal corporate governance controls Internal corporate governance controls monitor activities and then take corrective action to accomplish organisational goals. they may not always result in more effective corporate governance and may not increase performance. That is not so." despite some feeble attempts from various quarters. the ability of the board to monitor the firm's executives is a function of its access to information.
are reactive in the sense that they provide no mechanism for preventing mistakes or opportunistic behaviour. This should. In the extreme. and can elicit myopic behaviour. Role of the accountant Financial reporting is a crucial element necessary for the corporate governance system to function effectively. One area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. . and rely on auditors' competence. more fundamentally. the third party was an entity in which Enron had a substantial economic stake. The traditional answer to this problem is the efficient market hypothesis (in finance. The Enron collapse is an example of misleading financial reporting. the shareholders must combine with others to form a voting group which can pose a real threat of carrying resolutions or appointing directors at a general meeting. However. Examples include: • • • • • • • competition debt covenants demand for and assessment of performance information (especially financial statements) government regulations managerial labour market media pressure takeovers Systemic problems of corporate governance • Demand for information: In order to influence the directors. the efficient market hypothesis (EMH) asserts that financial markets are efficient). The directors of the company should be entitled to expect that management prepare the financial information in compliance with statutory and ethical obligations. Current accounting practice allows a degree of choice of method in determining the method of measurement. to select and dismiss accounting firms contradicts the concept of an independent auditor. 7 External corporate governance controls External corporate governance controls encompass the controls external stakeholders exercise over the organisation. it can involve non-disclosure of information. The power of the corporate client to initiate and terminate management consulting services and. criteria for recognition. Such incentive schemes. In discussions of accounting practices with Arthur Andersen. and even the definition of the accounting entity. • Supply of accounting information: Financial accounts form a crucial link in enabling providers of finance to monitor directors. views inevitably led to the client prevailing. Changes enacted in the United States in the form of the Sarbanes-Oxley Act (in response to the Enron situation as noted below) prohibit accounting firms from providing both auditing and management consulting services. especially to a small shareholder. • Monitoring costs: A barrier to shareholders using good information is the cost of processing it. ideally. This may result in a conflict of interest which places the integrity of financial reports in doubt due to client pressure to appease management. Accountants and auditors are the primary providers of information to capital market participants. The exercise of this choice to improve apparent performance (popularly known as creative accounting) imposes extra information costs on users. Imperfections in the financial reporting process will cause imperfections in the effectiveness of corporate governance. be corrected by the working of the external auditing process. which suggests that the small shareholder will free ride on the judgements of larger professional investors. 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 partner in charge of auditing. however.Corporate governance superannuation or other benefits.
Overall. the enlightened board is aligned on the critically important issues facing the company. At the same time. In practice. risk. complex companies. enlightened boards do not feel hampered by the rules and regulations of the Sarbanes-Oxley Act. one can still find a way to circumvent their underlying purpose . Enforcement Enforcement can affect the overall credibility of a regulatory system. demarcating a clear line between acceptable and unacceptable behaviour. Principles on the other hand is a form of self regulation. as well as smaller companies. 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. They both deter bad actors and level the competitive playing field. It also pre-empts over zealous legislations that might not be practical. Enlightened directors go far beyond merely meeting the requirements on a checklist. Unlike standard boards that aim to comply with regulations. Nevertheless. 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. In practice rules can be more complex than principles. or if the informed user is unable to exercise a monitoring role due to high costs (see Systemic problems of corporate governance above). . enlightened directors recognize that it is not their role to be involved in the day-to-day operations of the corporation. They may be ill-equipped to deal with new types of transactions not covered by the code. They do not need Sarbanes-Oxley to mandate that they protect values and ethics or monitor CEO performance. greater enforcement is not always better. It allows the sector to determine what standards are acceptable or unacceptable. as opposed to a real. enlightened boards regard compliance with regulations as merely a baseline for board performance. They are more likely to be supportive of the senior management team. They lead by example. Rules also reduce discretion on the part of individual managers or auditors.this is harder to achieve if one is bound by a broader principle. There are various integrated governance. this is largely a theoretical. rather than treat them as separate entities. however. Enlightened boards can be found in very large. for taken too far it can dampen valuable risk-taking. risk and compliance solutions available to capture information in order to evaluate risk and to identify gaps in the organization’s principles and processes. Action Beyond Obligation Enlightened boards regard their mission as helping management lead the company. Moreover. 8 Regulation Rules versus principles Rules are typically thought to be simpler to follow than principles. 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. most of the time. good financial reporting is not a sufficient condition for the effectiveness of corporate governance if users don't process it. Unlike traditional boards. even if clear rules are followed.Corporate governance However.
a corporation is governed by a board of directors. members of the boards of directors are CEOs of other corporations. such as hiring his/her immediate subordinates. there is a considerable variation in corporate governance models around the world.S. In the United States. These differ according to the variety of capitalism in which they are embedded. which some see as a conflict of interest. recent approach to governance issues and what has happened in the UK. Other duties of the board may include policy setting. Another proposal is for the government to allow poorly-managed businesses to go bankrupt. monitoring management's performance. or corporate control. whereas the coordinated model of corporate governance facilitates incremental innovation and quality competition. since after a filing. The intricated shareholding structures of keiretsus in Japan. but are merely asked to rubberstamp the nominees of the sitting board. the heavy presence of banks in the equity of German firms . However. Anglo-American Model There are many different models of corporate governance around the world. or other expensive projects.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 main problem is that the voting ownership is tightly-held by families through pyramidal ownership and dual shares (voting and nonvoting). The CEO has broad power to manage the corporation on a daily basis. with board members beholden to the chief executive whose actions they are intended to oversee. The coordinated model that one finds in Continental Europe and Japan also recognizes the interests of workers. customers. acquiring another company. decision making. where the controlling families favor subsidiaries for which they have higher cash flow rights. Corporate governance models around the world Although the US model of corporate governance is the most notorious. 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. individual shareholders are not offered a choice of board nominees among which to choose. The board of directors is nominally selected by and responsible to the shareholders. normally. the main problem is the conflict of interest between widely-dispersed shareholders and powerful managers. In Europe. Perverse incentives have pervaded many corporate boards in the developed world. In the United States. raising money. The liberal model of corporate governance encourages radical innovation and cost competition. The liberal model that is common in Anglo-American countries tends to give priority to the interests of shareholders. major capital expansions. and the community. directors have to cover more of their own legal bills and are frequently sued by bankruptcy trustees as well as investors. managers. suppliers. Each model has its own distinct competitive advantage. usually known as the chief executive officer. 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 are important differences between the U. which has the power to choose an executive officer. but needs to get board approval for certain major actions. Frequently. This can lead to "self-dealing".
Such disclosure requirements exert a significant pressure on listed companies for compliance. The highest number of companies are incorporated in Delaware. participate on ABA committees. One of the most influential guidelines has been the 1999 OECD Principles of Corporate Governance. standards and frameworks relevant to the sustainability agenda. . The GM Board Guidelines reflect the company’s efforts to improve its own governance capacity. they must disclose whether they follow the recommendations in those documents and. other international organisations. if they are public. and in 2004 created an Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes. the guidelines issued by associations of directors (see Section 3 above). As a rule. companies are primarily regulated by the state in which they incorporate though they are also regulated by the federal government and. including former Delaware Supreme Court Chief Justice E. Building on the work of the OECD. This was revised in 2004. do they merely try to supersede the legal threshold. institutional investors. Such documents. they should provide explanations concerning divergent practices. or should they create governance guidelines that ascend to the level of best practice. For example. In the United States. corporations. where not. While Delaware does not follow the Act. companies quoted on the London and Toronto Stock Exchanges formally need not follow the recommendations of their respective national codes. or associations (institutes) of directors and managers with the support of governments and international organizations. it still considers its provisions and several prominent Delaware justices. corporate managers and individual companies tend to be wholly voluntary. may have a wider multiplying effect prompting other companies to adopt similar documents and standards of best practice. For example. particularly on accountability and reporting .Corporate governance 10 Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges. a "snap-shot" of the landscape and a perspective from a think-tank/professional association on a few key codes. 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. however. For example. by their stock exchange. including more than half of the Fortune 500. Most states' corporate law generally follow the American Bar Association's Model Business Corporation Act . 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. private sector associations and more than 20 national corporate governance codes. compliance with these governance recommendations is not mandated by law. in other words. One issue that has been raised since the Disney decision in 2005 is the degree to which companies manage their governance responsibilities.This document aims to provide general information. and frameworks .  This internationally agreed benchmark consists of more than fifty distinct disclosure items across five broad categories: • • • • • Auditing Board and management structure and process Corporate responsibility and compliance Financial transparency and information disclosure Ownership structure and exercise of control rights The World Business Council for Sustainable Development WBCSD has done work on corporate governance. standards. although the codes linked to stock exchange listing requirements may have a coercive effect. However. Norman Veasey .
one measure of firm performance. Some researchers have found that the largest CEO performance incentives came from ownership of the firm's shares. and webs. The results suggest that increases in ownership above 20% cause management to become more entrenched.e. 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. research into the relationship between specific corporate governance controls and some definitions of firm performance has been mixed and often weak. On the other hand. 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. while other researchers found that the relationship between share ownership and firm performance was dependent on the level of ownership. concentration ratios) and then making a sketch showing its visual representation. found that those "most admired" had an average return of 125%. Generally. Some argue that firm performance is positively associated with share option plans and that these plans direct managers' energies and extend their decision horizons toward the long-term. McKinsey found that 80% of the respondents would pay a premium for well-governed companies. It is a tool frequently employed by policy-makers and researchers in their analyses of corporate governance within a country or business group. to locate the ultimate owner of a particular group of firms. However. whilst the 'least admired' firms returned 80%. while others found no relationship between external board membership and profitability. who had no management ties. The following examples are illustrative. and was responsive to investors' requests for information on governance issues. whenever possible. The idea behind the concept of ownership structures is to be able to understand the way in which shareholders interact with firms and. They defined a well-governed company as one that had mostly out-side directors. undertook formal evaluation of its directors. In a recent paper Bhagat and Black found that companies with more independent boards are not more profitable than other companies. ownership structures are identified by using some observable measures of ownership concentration (i. rather than the short-term. and less interested in the welfare of their shareholders. rings. and external and internal monitoring devices may be more effective for some than for others. performance of the company.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. Corporate governance and firm performance In its 'Global Investor Opinion Survey' of over 200 institutional investors first undertaken in 2000 and updated in 2002. that point of view came under substantial criticism circa in the wake of various security . It is unlikely that board composition has a direct impact on profitability. Others have found a negative relationship between the proportion of external directors and profitability. Some examples of ownership structures include pyramids. Low average levels of pay-performance alignment do not necessarily imply that this form of governance control is inefficient. Antunovich et al. Board composition Some researchers have found support for the relationship between frequency of meetings and profitability. Egypt and Russia). And ownership can be changed by the stakeholders of the company. In a study of five year cumulative returns of Fortune Magazine's survey of 'most admired firms'. Not all firms experience the same levels of agency conflict. from 11% for Canadian companies to around 40% for companies where the regulatory backdrop was least certain (those in Morocco. The size of the premium varied by market. cross-share holdings.
0. php?submenu=About_Founder& src=gendocs& ref=AboutOurFounder& category=About  Staff Writer (2009). northwestern. htm . "Marc J. com/ portal/ site/ sp/ en/ ap/ page. allbusiness.. ed. "Representing corporate officers and directors" (http:/ / openlibrary. . Corporate Boardroom. com/ sol3/ papers. Retrieved 28 May 2009. com/ magazine/ content/ 03_45/ b3857002." (http:/ / www.. . . cfm?eventid=2761).  Penn. edu/ news/ article_full.0.1. html  http:/ / www.0. "Representing Corporate Officers & Directors (Ring-bound)" (http:/ / www. A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs. businessweek. asp?  http:/ / www.  Bebchuck LA. "Harry Walker Agency Adds Marc J. New York.  Oleg Shvyrkov & Elena Pastoukhova (2010).. Penguin. Gumport  issued in 2006. Avvo. 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. Rabinow. . php)  http:/ / www. Impassioned. com/ company-activities-management/ business-ethics/ 5478580-1. 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.  Staff Editors (13 October 2004).  Staff Writer (2005). org/ publications/ archives/ display-journal-issue. 1977-1997. 2000-2009)" (http:/ / www2. (Monday. in part. Even before the negative influence on public opinion caused by the 2006 backdating scandal. Curtis J. Retrieved 1 June 2010.0. Avvo. html). corporate stock buybacks for U.0.0. Federal Reserve Board economist Weisbenner) determined options may be employed in concert with stock buybacks in a manner contrary to shareholder interests. nhbar. ssrn. com/ Representing-Corporate-Officers-Directors-Marc/ dp/ 0735550964/ ref=pd_rhf_p_img_1). in particular.0. credit-suisse. amazon.5. product/ equityresearch_gamma/ 2. "Representing corporate officers and directors" (http:/ / www.  http:/ / www2. law. Standard & Poors 500 companies surged to a $500 billion annual rate in late 2006 because of the impact of options. Retrieved 1 June 2009. com/ wp-dyn/ articles/ A39143-2004Jul9. standardandpoors. html). A compendium of academic works on the option/buyback issue is included in the study Scandal  by author M.  Crawford.com. 12 References  For a good overview of the different theoretical perspectives on corporate governance see Chapter 15 of Dignam.0. (http:/ / www.0. org/ isbn/ 0735550964). "The Governance Alpha: Back-Testing the Correlations of S&P’s Governance Scores with Corporate Performance (Russia and Kazakhstan. Subjectivity and Truth: Essential Works of Foucault 1954 – 1984 Volume One P. A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed. use of options faced various criticisms.  Staff Writer (2005). ssrn. com/ speaker/ Marc-Lane.0. Oxford University Press ISBN 978-0-19-928936-3  Foucault.S. xceo. (2007).0. . New York: Business Wire. com/ index. Ethics. com/ research/ en/  http:/ / www. Standard & Poor's. Capella University.0. "Representing Corporate Officers and Directors (Business Practice Library) (Hardcover)" (http:/ / www.0. Lane" (http:/ / www. net/ about_us/ crawford_dissertation.html "Marc Jay Lane" (http:/ / www. The Case for Increasing Shareholder Power (http:/ / papers. worldcat. . Amazon.S. . Retrieved 2 June 2005. com/ Representing-Corporate-Officers-Directors-Business/ dp/ 0471817880/ ref=sr_1_1?ie=UTF8& s=books& qid=1243963050& sr=1-1). 22 May 2006).1. Retrieved 28 May 2009.com/attorneys/60601-il-marc-lane-1132572. Retrieved 28 May 2009. com/ sol3/ papers. org/ b/ OL3308939M/ Representing-corporate-officers-and-directors). doctoral dissertation. html  http:/ / www. WorldCat. ). . London.Corporate governance scandals including mutual fund timing episodes and.. Inc.  Staff Writer (2009). cfm?abstract_id=387940).6.0.0. Amazon.S.13. cfm?abstract_id=955289)  http:/ / marcjlane. (2004). cfm?Spea_ID=955).0.1.0.0.5.0.0. product/ equityresearch_gamma/ 2. Retrieved 2 June 2009. com/ portal/ site/ sp/ en/ ap/ page. J (2006) Company Law. Numerous authorities (including U. amazon.  Staff Editors (Jan 1987). These authors argued that. 2000. asp?id=13  SSRN-Good Corporate Governance: An Instrument for Wealth Maximisation by Vrajlal Sapovadia (http:/ / papers. Retrieved 1 June 2009.0. A and Lowry. M.13.  The Harry Walker Agency.. The Reform of Corporate Governance: Major Trends in the U.com. washingtonpost. The Harry Walker Agency. harrywalker. "THE LAW OFFICES OF MARC J. Retrieved 12 May 2009. programtrading. com/ cgi/ ClientLogin. Michael (19 July 2006). Harvard Law Review. Northwestern Law. Lane to Its Roster of Renowned Business Speakers. Inc. LANE AND ITS FINANCIAL-SERVICES AFFILIATES JOIN UNITED NATIONS' GLOBAL COMPACT" (http:/ / www.0.com/attorneys/60601-il-marc-lane-1132572. standardandpoors. Avvo.html.
Available online from (http://www.Genesis. Vernadat. pdf)  "International Standards of Accounting and Reporting.  Theyrule. Volpin P. Journal of Economic Perspectives 21 (1): 117–140. Pg 13. org/ Plugins/ DocSearch/ details. "Corporate Governance in the U. Proceedings of the 13th IFAC Symposium on Information Control Problems in Manufacturing (INCOM'09). Moscow. .) (2004) "Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance. wbcsd.ac. Brussels. Bruno. Stijn. moneyglossary.) (2004) "Critical Perspectives on Business and Management: 5 Volume Series on Corporate Governance . Djankov. org/ files/ downloads/ Corporate_Governance_Reforms_in_Continental_Europe. Aug 2005 (http:/ / www. Christophe. org/ en/ docs/ iteteb20063_en. FMG CG Working Paper 001.  Bhagat & Black. de/ vwl/ forsch/ veroeff/ papers/ ddpie_179. Money for Nothing: How the Failure of Corporate Boards Is Ruining American Business and Costing Us Trillions.K. updated August 2004).uk/ publications/searchdetail.1. European. 31Number 12 (2007). pdf)  http:/ / www. pdf  http:/ / www.lse.Corporate governance  http:/ / invest-faq. akingump. org/ Templates/ Page. UNCTAD.ecgi.net (http:/ / theyrule. html). Journal of Financial Economics. org/ buslaw/ library/ onlinepublications/ mbca2002. Patrick Bolton. com/ author=665434 13 Further reading • Arcot. Thomas (ed. asp?intItemID=2920& lang=1). John (January 12. com/ article/ SB10001424052748704130904574644153816967962.Finance Working Paper No. Hitting the Boards (http:/ / online. 54 Business Lawyer)  Generally Accepted Accounting Principles (GAAP)  National Association of Corporate Directors (NACD) – Directors Monthly. Report of the Committee on the Financial Aspects of Corporate Governance. (2007). doi:10. unctad. asp?type=p& id=MTE0OA& doOpen=1& ClickMenu=LeftMenu  http:/ / www.: is the comply-or-explain working?" (December 2005). Thomas (ed.117.org/codes) • Cadbury. Sir Adrian. Anglo-American. Sridhar. Marco. (http://ssrn. HBR (2000). gov/ chancery  http:/ / www. ISBN 978-1416559931. wsj. org/ articles/ 1397. wbcsd. pdf)  Gillespie. html  Harvard Business Review.. “Enlightened Boards: Action Beyond Obligation”. Ailsa Röell. 1996. Valentina and Antoine Faure-Grimaud. asianresearch. html  http:/ / www. ISBN 1-57851-237-9. (http://fmg.1257/jep. "The Code of Best Practice". Retrieved 2008-11-09. Instituut voor Bestuurders. Michael. Retrieved 2009-08-13. net)  http:/ / courts. pdf  Enriques L. James A. Kuckreja. "The Uncertain Relationship Between Board Composition and Firm Performance". Dec07_final. ISBN 0-415-32910-8 . unctad. Akin Gump. (2009). "Corporate Governance and Control" (October 2002.21. 58: 81-112 • Clarke. François." London and New York: Routledge. xceo. Zimmerman. ISBN 0-415-32308-8 • Clarke. abanet. delaware. Harvard Business Review "On Corporate Governance". Simeon & Lang. net/ admin/ files/ events/ Crawford. 02/2002. "Corporate governance reforms in Continental Europe" (http:/ / www. Harvard Business School Press. Gee and Co Ltd. Russia • Cadbury.com/abstract=343461) • Brickley. tu-darmstadt.  James Freeman (January 12. tkyd. ISBN • Feltus. 1992. "Corporate Governance: Brussels". Larry H. org/ en/ docs/ c2isard31_en.  http:/ / www. unctad. Managerial Economics & Organizational Architecture. pdf). Sir Adrian. pdf  TD/B/COM. bwl. org/ includes/ getTarget. Vol. Asian and Contemporary Corporate Governance" London and New York: Routledge. com/ abstract=927111  http:/ / ssrn. Corporate Governance Disclosure" (http:/ / www. asp?DocTypeId=25& ObjectId=MTIwNjg  http:/ / ssrn. 2010). com/ ?w=Cross-holdings  http:/ / www. (http:/ / www.  http:/ / www. Klug and Jerold L. com/ enormanveasey/  The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility. . • Claessens. com/ docs/ publication/ 795. ECGI .P.php?pubid=1&wsid=1&wpdid=1308) • Becht. Free Press. Petit. Wall Street Journal. William S. Directors_Monthly. weil. Refining the Notion of Responsibility in Enterprise Engineering to Support Corporate Governance of IT . com/ articles/ deriv-option-basics. 2010). (2000) The Separation of Ownership and Control in East Asian Corporations.2/ISAR/31 (http:/ / www.
com/power/contents.pdf) • Monks. Lopez-De-Silanes. and Minow. Sukhdev and Williams.O (1992).com/ IT_and_Information_Security_after_Sarbanes_Oxley.compliance-llc. • Skau.com/abstract=712461 • Shleifer. • Garrett.nyssa. Investor Suffrage Movement (http://www. • Holton.. Julie. "Themes and Variations: The Convergence of Corporate Governance Practices in Major World Markets. J. 52 (2): 737-783.W. ISBN 0-976-90190-9 9780976901914 • Denis. CA: SAGE. Thomas & dela Rama. full text available online (http://www.. (http://www. Logan. 2003. The Journal of Finance. C. M.thecorporatelibrary. McConnell (2003). ISBN 9780415405331 • Clarke. and frameworks (http://www. and Daniel R. The Economic Structure of Corporate Law. Fischel. 62 (6). J.pdf) • Murray.G. Santa Clara. ISBN 0-415-32309-6 • Clarke. Karel (2004) Corporate Governance and Disappointment Review of International Political Economy. George IT and Information Security after Sarbanes-Oxley (http://www. Allison.de/vwl/forsch/veroeff/papers/ ddpie_179. Journal of Finance. 31 (2): 138-156. Corporate Ownership around the World. Available at SSRN: http://ssrn. R.vwl. Journal of Financial and Quantitative Analysis. & Pol’y). Shleifer (1999). Mert (2004) "The Correlation between Corporate Governance and Public Relations". Stettinius. H. D. Vishny (1997). Patrick (2007).pdf). Robert A.org/ Template. Thomas (2007) "International Corporate Governance " London and New York: Routledge. A Network Analysis of Financial Linkages (http://www. ISBN • Erturk. • Lekatis. What is Corporate Governance ? (McGraw-Hill. Economic Systems. Abdullah. A. Froud. Thomas & Chanlat. Naughton (2007).J. and A. A Survey of Enterprise Reforms in China: The Way Forward. • Hovey. • Easterbrook. • Sapovadia. 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. Corporate Governance (Blackwell 2004) ISBN • Monks.K. Istanbul Bilgi University.com/dp/B0013L4DZI) • New York Society of Securities Analysts. Compliance & conviction: the evolution of enlightened corporate governance. Robert A. "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India" (January 2007). Vrajlal K. standards.contingencyanalysis.) (2008) "Fundamentals of Corporate Governance (4 Volume Series)" London and Thousand Oaks..com/home/papers/ suffrage. 11 (4): 677-713. and Minow. International Corporate Governance. Nell. Ismail. Alan Revolt in the Boardroom (HarperBusiness 2007) (ISBN 0-06-088247-6) Remainder (http://www. • La Porta.. A Survey of Corporate Governance. Nell. W. Marie (eds. Corporate Governance Handbook. 38 (1): 1-36. Jochen and Tydecks. CA: SAGE. Marie (eds. 15–20.Corporate governance • Clarke. and T. Jean-Francois (eds.) (2006) "Corporate Governance and Globalization (3 Volume Series)" London and Thousand Oaks. amazon. ISBN 978-1-4129-3589-0 • Colley. Power and Ownership Structures among German Companies. December 2004) ISBN • Crawford. 14 . 54 (2): 471-517. Thomas & dela Rama.html) • Moebert. Power and Accountability (HarperBusiness 1991).) (2009) "European Corporate Governance " London and New York: Routledge. Int’l L. G. Calif: XCEO.. J. Financial Analysits Journal. and J.G. F.tu-darmstadt. 2004) Principles of Corporate Governance Paris: OECD) • Özekmekçi. Frank H.. Glyn A (2006). Doyle.cfm?Section=corp_gov_com&Template=/TaggedPage/TaggedPageDisplay. (2007)." 32 Denv.cfm&TPLID=3& ContentID=499) • OECD (1999. ISBN 978-1-4129-2899-1 • Clarke. Johal. and R. J.
0.ca).org/GovernanceReports/) ] .ecgi.org)]] • United States Proxy Exchange (http://proxyexchange.pl/) at Kozminski University. Poland • The Samuel and Ronnie Heyman Center on Corporate Governance [[Benjamin N.org/Plugins/DocSearch/details.0.heyman-center. " Conflict and Creativity at Work: Human Roots of Corporate Life (http://www. How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence. conflictandcreativityatwork.html) • Arthur and Toni Rembe Rock Center for Corporate Governance at [[Stanford University (http://www.edu. William (2009).law.5.product/equityresearch_gamma/2.worldbank.Corporate governance wbcsd.1.edu/)]] • Kozminski Center for Corporate Governance (http://www.anu.org/) • UTS Centre for Corporate Governance (http://www. Sussex Academic Press.udel.edu/centers/ ccg)]] • World Bank Corporate Governance Reports (http://rru.iod.org/) • The Harvard Law School Program on Corporate Governance (http://www. 15 External links • Standard & Poor's Governance Services (GAMMA Governance Scores) (http://www2.0.com/corporategovernance) • The Millstein Center for Corporate Governance and Performance at the [[Yale School of Management (http:// millstein. Australia • Weinberg Center for Corporate Governance [[University of Delaware (http://www.0.com/ portal/site/sp/en/ap/page. 2008.0.edu. ISBN 978-1-84519-272-3 • Sun.org) • Global Corporate Governance Forum (http://www.edu. ISBN 9780773438637.asp?DocTypeId=25&ObjectId=MTIwNjg) • Low.0.0.harvard. Albert.edu/programs/ olin_center/corporate_governance/) • Institute of Directors (http://www.gcgf.uts.edu/program/centers/rcfcg/)]] • Corporations.au) at the University of Technology Sydney. Cardozo School of Law (http:/ /www.13.ccg.0.standardandpoors.law. co.som.0. stanford.1.au/)]] • Chartered Institute of Personnel and Development (CIPD) resources on corporate governance (http://www.yale.corpgov.uk/subjects/corpstrtgy/corpgov/) • European Corporate Governance Institute (ECGI) (http://www.lerner.0. fec. Governance & Society Research Group at The [[Australian National University (http://corpgov. New York: Edwin Mellen.0.cipd.
Bobo192. Gobbleswoggler. org/ licenses/ by-sa/ 3. Stifle. Gregoryloyse. Bmi232. Roopchand pokhriyal. Martg76. Kza. Kmklim. WereSpielChequers. BD2412. Legis. Xp001xp. Noufal cp. Wikidea. Kuru. Jpopovac. Dachannien. Lilyhover. Luk.php?oldid=417830254 Contributors: Aaronhill. Essjay519. Mole31.C. Financeeditor. Lumos3. JoanneB. Alexlinsker@gmail. Xactandy. Dabomb87. Lisalima. Phgao. D6. Farmanesh. IrishHR. Examtester. Jeffpc2. JohRth. Mr. Fruits. Buchanan-Hermit. Blu Aardvark. SimonP. Benfremer. Roryridleyduff. Vandalismterminator. Bmicomp. Qxz. Ask123. Jyoshimura.com.u.בוט-רה יראבanonymous edits License Creative Commons Attribution-Share Alike 3. Loren36. Dcarpenter. Farcaster. Tophat1712.delanoy. Nminow. Cmdrjameson. Adanielch. Businessrep. NadiaLala. Mdahpiercey. Normxxx. Hunter. Hogayoga. Aesopos. DocendoDiscimus. Wknight94. Neutrality. Dominic Sayers. Do DueDiligence. Sherifhany.Z-man. Ohnoitsjamie. Redgolpe. Rvelamuri. Axlq. NuclearWinner. Grafen. Bfigura's puppy. CBowers. Spegali. Coemgenus. LaserBeam. The Anome. IvanLanin. Ondra2. Hmains. Belovedfreak. Gregbard. 946 . Neilc. Pb30. Postdlf. Mark ok7. Niniey. Gaius Cornelius. Bryan Derksen.Article Sources and Contributors 16 Article Sources and Contributors Corporate governance Source: http://en. Dekisugi. Edward. Biruitorul. Sox First. Sagink. Singhalawap. Ommm. Fusionmix. DeadEyeArrow. Corpgov. Gaslan. Sciurinæ. Crazytales. Gavin Moodie. Woohookitty. RoyBoy. HG. Sagax. Landroni. Charles Matthews. FinanceQ. Stemcat. Beagel. Ericbonetti. GreenReaper. Sesu Prime.J. Sapovadia. Psdanalyst.W. DavidTurner100. Hu12. Domaley. Mydogategodshat. EmmelineK. Drakonian Imperium. Thseamon. RainbowOfLight. Klausness. Dboselli. Olivier. Leetnoob. T g7. Prari. Greekcats. Finance C. ICGN.. Dwilliams0428. Jfire. Rkitko.org/w/index. GLeachim. Jhegland. Hello32020. Cwaesche. Musical Linguist. DavidHOzAu. Kalivd. El C.0 Unported http:/ / creativecommons. Enzo Aquarius. Chemingway. Stuartwilks. Khalid hassani. Nagelfar. J. Gilliam. John Quiggin. SiobhanHansa. ImperfectlyInformed. Ssilvers. Wackywace. Thementor. Vuong Ngan Ha. McSly. ChrisRBennett. Michael Snow. Karavan-LP. Sole Soul. Leolaursen. Mdd. Arthena. Rjwilmsi. Thatguyflint. Yurik. EFocus. David fac51. Gaslan2. Dcarafel. John. Kurieeto. Alexihlo. MER-C. Adrian J. Personalbest. CalSGWorker. JDMBAHopeful. SDC. Snowmanradio. RJN. J Crow. Jem147. Gamble456. Theo10011. AntiVan. Neale Monks. Suidafrikaan. Michael Hardy. SueHay. Heresiarch. Cyalxndr. Fifo. McGeddon. Seanachas. MrOllie. Tisane. MBisanz. Dkc1971. Pstessel. Kevinkor2. BenTremblay.wikipedia. Mini123. Max Tulip. Choosey. Nyresearcher. Mchap. Corp Vision. Alfredxz. MaxHund. Apoc2400. Martin Kozák. Altenmann. Wile E. Squash Racket. ArielGold. RyanCross. Beetstra. YellowMonkey. Allisoga. Ssweeting. ThePedanticPrick. Zrinski hr. Forich. Flawiki. Sox617. Rich Farmbrough. Rrburke. Bar mangan. Maurreen. The Heyman. Drilnoth. Bmcdaniel. Rodrigoleite. Bangdrum. Xp001ping. Muppet317. Damieng. FaerieInGrey. EECavazos. Cannaya. 0/ . AbsolutDan. Giler. Pirc ltd. Steverapaport. Abdullah Mert. Yeu Ninje.ينام . Kmccoy. JonHarder. LunaTech. Adam. Arsalan Khan Pathan.
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