corporate governance


  • The Japanese model includes several key principles:[46] • Security the rights and equal treatment of shareholders • Appropriate cooperation with stakeholders (other than shareholders)
    • Ensuring appropriate information disclosure and transparency • Responsibility of the board • Dialogue with shareholders Founder centrism[edit] An article published by the Australian Institute of Company Directors called “Do Boards Need to
    become more Entrepreneurial?”

  • [55] This internationally agreed[56] benchmark consists of more than fifty distinct disclosure items across five broad categories:[57] • Auditing • Board and management structure
    and process • Corporate responsibility and compliance in organization • Financial transparency and information disclosure • Ownership structure and exercise of control rights The OECD Guidelines on Corporate Governance of State-Owned Enterprises[58]
    are complementary to the G20/OECD Principles of Corporate Governance,[59] providing guidance tailored to the corporate governance challenges unique to state-owned enterprises.

  • SOX contained many other elements, but provided for several changes that are important to corporate governance practices: • The Public Company Accounting Oversight Board (PCAOB)
    be established to regulate the auditing profession, which had been self-regulated prior to the law.

  • An issue raised in the U.S. since the 2005 Disney decision[63] is the degree to which companies manage their governance responsibilities; in other words, do they merely try
    to supersede the legal threshold, or should they create governance guidelines that ascend to the level of best practice.

  • The latter include: the structural definition from the Cadbury Report, which identifies corporate governance as “the system by which companies are directed and controlled”
    (Cadbury 1992, p. 15); and the relational-structural view adopted by the Organization for Economic Cooperation and Development (OECD) of “Corporate governance involves a set of relationships between a company’s management, its board, its shareholders
    and other stakeholders.

  • Shareholders may have different perspectives in this regard, depending on their own time preferences, but it can also be viewed as a conflict with broader corporate interests
    (including preferences of other stakeholders and the long-term health of the corporation).

  • [51] It established a series of requirements that affect corporate governance in the US and influenced similar laws in many other countries.

  • According to Lorsch and MacIver “many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors”.

  • [2] Examples of narrower definitions in particular contexts include: • “a system of law and sound approaches by which corporations are directed and controlled focusing on
    the internal and external corporate structures with the intention of monitoring the actions of management and directors and thereby, mitigating agency risks which may stem from the misdeeds of corporate officers.

  • [76][need quotation to verify] Al-Hussain, A. and Johnson, R. (2009) found a strong relationship between the efficiency of corporate governance structure and Saudi bank performance
    when using return on assets as a performance measure with one exception—that government and local ownership groups were not significant.

  • Principal–agent conflict[edit] Some concerns regarding governance follows from the potential for conflicts of interests that are a consequence of the non-alignment of preferences
    between: shareholders and upper management (principal–agent problems); and among shareholders (principal–principal problems),[22] although also other stakeholder relations are affected and coordinated through corporate governance.

  • For example, the guidelines issued by associations of directors, corporate managers and individual companies tend to be wholly voluntary, but such documents may have a wider
    effect by prompting other companies to adopt similar practices.

  • [83] The OECD Principles of Corporate Governance (2004) describe the responsibilities of the board; some of these are summarized below:[54] • Board members should be informed
    and act ethically and in good faith, with due diligence and care, in the best interest of the company and its shareholders.

  • The California Public Employees’ Retirement System (CalPERS) led a wave of institutional shareholder activism (something only very rarely seen before), 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 (for example, by the unrestrained issuance of stock options, not infrequently back-dated).

  • In the United Kingdom, the CEO generally does not also serve as chairman of the board, whereas in the US having the dual role has been the norm, despite major misgivings regarding
    the effect on corporate governance.

  • Also see In addition to legislation the facilitates incorporation, many jurisdictions have some major regulatory devices that impact on corporate governance.

  • The shareholders typically desire returns on their investments through profits and dividends, while upper management may also be influenced by other motives, such as management
    remuneration or wealth interests, working conditions and perquisites, or relationships with other parties within (e.g., management-worker relations) or outside the corporation, to the extent that these are not necessary for profits.

  • [22] Specifically, when upper management acts on behalf of multiple shareholders, the multiple shareholders face a collective action problem in corporate governance, as individual
    shareholders may lobby upper management or otherwise have incentives to act in their individual interests rather than in the collective interest of all shareholders.

  • Building on the work of the OECD, other international organizations, private sector associations and more than 20 national corporate governance codes formed the United Nations
    Intergovernmental Working Group of Experts on International Standards of Accounting and Reporting (ISAR) to produce their Guidance on Good Practices in Corporate Governance Disclosure.

  • • Disclosure and transparency:[20][21] Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide stakeholders
    with a level of accountability.

  • Writers focused on a disciplinary interest or context (such as accounting, finance, law, or management) often adopt narrow definitions that appear purpose-specific.

  • Partly as a result of this separation between the two investors and managers, corporate governance mechanisms include a system of controls intended to help align managers’
    incentives with those of shareholders.

  • The board has responsibility for: CEO selection and succession; providing feedback to management on the organization’s strategy; compensating senior executives; monitoring
    financial health, performance and risk; and ensuring accountability of the organization to its investors and authorities.

  • [29][30] To solve the problem of governing upper management under multiple shareholders, corporate governance scholars have figured out that the straightforward solution of
    appointing one or more shareholders for governance is likely to lead to problems because of the information asymmetry it creates.

  • [80] The degree of leadership that the board has over the organization varies; in practice at large organizations, the executive management, principally the CEO, drives major
    initiatives with the oversight and approval of the board.

  • Prior to the law, there was the real or perceived conflict of interest between providing an independent opinion on the accuracy and reliability of financial statements when
    the same firm was also providing lucrative consulting services.

  • The executive board considers the impact of corporate actions on People and Planet and takes the effects on corporate stakeholders into account.

  • Other guidelines[edit] The investor-led organisation International Corporate Governance Network (ICGN) was set up by individuals centred around the ten largest pension funds
    in the world in 1995.

  • It is generally perceived that regulatory attention on the corporate governance practices of publicly listed corporations, particularly in relation to transparency and accountability,
    increased in many jurisdictions following the high-profile corporate scandals in 2001–2002, many of which involved accounting fraud; and then again after the financial crisis in 2008.

  • Other triggers for continued interest in the corporate governance of organizations included the financial crisis of 2008/9 and the level of CEO pay.

  • This includes statutory laws concerned with the functioning of stock or securities markets (also see Security (finance), consumer and competition (antitrust) laws, labour
    or employment laws, and environmental protection laws, which may also entail disclosure requirements.

  • [22] Ways of mitigating or preventing these conflicts of interests include the processes, customs, policies, laws, and institutions which affect the way a company is controlled—and
    this is the challenge of corporate governance.

  • • Board meetings that exclude management: “To empower non-management directors to serve as a more effective check on management, the non-management directors of each listed
    company must meet at regularly scheduled executive sessions without management.”

  • • External audit firms cannot provide certain types of consulting services and must rotate their lead partner every 5 years.

  • [60] The World Business Council for Sustainable Development (WBCSD) has done work on corporate governance, particularly on accounting and reporting.

  • [61] In 2009, the International Finance Corporation and the UN Global Compact released a report, “Corporate Governance: the Foundation for Corporate Citizenship and Sustainable
    Business”,[62] linking the environmental, social and governance responsibilities of a company to its financial performance and long-term sustainability.

  • In the latest version (2022),[49] the Executive Board of the company is held responsible for the continuity of the company and its sustainable long-term value creation.

  • [9][10][11] Principles Contemporary discussions of corporate governance tend to refer to principles raised in three documents released since 1990: The Cadbury Report (UK,
    1992), the Principles of Corporate Governance (OECD, 1999, 2004 and 2015), and the Sarbanes–Oxley Act of 2002 (US, 2002).

  • The Cadbury and Organisation for Economic Co-operation and Development (OECD) reports present general principles around which businesses are expected to operate to assure
    proper governance.

  • The statutory granting of corporate existence may arise from general purpose legislation (which is the general case) or from a statute to create a specific corporation.

  • Compensation and Audit Committees are also specified, with the latter subject to a variety of listing standards as well as outside regulations.

  • The effectiveness of corporate governance practices from a shareholder perspective might be judged by how well those practices align and coordinate the interests of the upper
    management with those of the shareholders.

  • Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making.

  • Writers concerned with regulatory policy in relation to corporate governance practices often use broader structural descriptions.

  • [31][32][33] Shareholders’ meetings are necessary to arrange governance under multiple shareholders, and it has been proposed that this is the solution to the problem of multiple
    principals due to median voter theorem: shareholders’ meetings lead power to be devolved to an actor that approximately holds the median interest of all shareholders, thus causing governance to best represent the aggregated interest of all

  • For example, the NYSE Listed Company Manual requires, among many other elements: • Independent directors: “Listed companies must have a majority of independent directors …

  • Japan[edit] The Japanese model of corporate governance has traditionally held a broad view that firms should account for the interests of a range of stakeholders.

  • “[82] A board of directors is expected to play a key role in corporate governance.

  • [71] In the period from 1977 to 1997, corporate directors’ duties in the U.S. expanded beyond their traditional legal responsibility of duty of loyalty to the corporation
    and to its shareholders.

  • In most jurisdictions, corporations also have some form of a corporate constitution that provides individual rules that govern the corporation and authorize or constrain its

  • [44] Individual rules for corporations are based upon the corporate charter and, less authoritatively, the corporate bylaws.

  • Requiring a majority of independent directors will increase the quality of board oversight and lessen the possibility of damaging conflicts of interest.”

  • [5][6][7][8] Here corporate governance may include its relation to corporate finance.

  • • Review and guide corporate strategy, objective setting, major plans of action, risk policy, capital plans, and annual budgets.

  • [39] Germany, in particular, is known for its practice of co-determination, founded on the German Codetermination Act of 1976, in which workers are granted seats on the board
    as stakeholders, separate from the seats accruing to shareholder equity.

  • Many US states have adopted the Model Business Corporation Act, but the dominant state law for publicly traded corporations is Delaware General Corporation Law, which continues
    to be the place of incorporation for the majority of publicly traded corporations.

  • [45] The American system has long been based on a belief in the potential of shareholder democracy to efficiently allocate capital.

  • “Listed companies must have a nominating/corporate governance committee composed entirely of independent directors.”

  • [38] In the two-tiered board, the executive board, made up of company executives, generally runs day-to-day operations while the supervisory board, made up entirely of non-executive
    directors who represent shareholders and employees, hires and fires the members of the executive board, determines their compensation, and reviews major business decisions.

  • [53] Codes and guidelines Corporate governance principles and codes have been developed in different countries and issued from stock exchanges, corporations, institutional
    investors, or associations (institutes) of directors and managers with the support of governments and international organizations.

  • Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance
    are determined” (OECD 2015, p.

  • The agency view of the corporation posits that the shareholder forgoes decision rights (control) and entrusts the manager to act in the shareholders’ best (joint) interests.


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