Corporate governance

Corporate governance is the collection of mechanisms, processes and relations used by various parties to control and to operate a corporation.^{[1][need quotation to verify][2]} Governance structures and principles identify the distribution of rights and responsibilities among different participants in the corporation (such as the board of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders) and include the rules and procedures for making decisions in corporate affairs.^[3] Corporate governance is necessary because of the possibility of conflicts of interests between stakeholders,^[4] primarily between shareholders and upper management or among shareholders.

Corporate governance includes the processes through which corporations' objectives are set and pursued in the context of the social, regulatory and market environment. These include monitoring the actions, policies, practices, and decisions of corporations, their agents, and affected stakeholders. Corporate governance practices can be seen^{[by whom?]} as attempts to align the interests of stakeholders.^{[5][need quotation to verify][6][page needed]}

Interest in the corporate governance practices of modern corporations, particularly in relation to accountability, increased following the high-profile collapses of a number of large corporations in 2001–2002, many of which involved accounting fraud; and then again after the financial crisis in 2008.^{[citation needed]}

Corporate scandals of various forms have maintained public and political interest in the regulation of corporate governance. In the U.S. these have included scandals surrounding Enron and MCI Inc. (formerly WorldCom). Their demise led to the enactment of the Sarbanes–Oxley Act in 2002, a U.S. federal law intended to improve corporate governance in the United States. Comparable failures in Australia (HIH, One.Tel) are associated^{[by whom?]} with the eventual passage of the CLERP 9 reforms there (2004), that similarly aimed to improve corporate governance.^[7] Similar corporate failures in other countries stimulated increased regulatory interest (e.g., Parmalat in Italy).

Background[]

The need for corporate governance follows the need to mitigate conflicts of interests between stakeholders in corporations.^[4] These conflicts of interests appear as a consequence of diverging wants between both shareholders and upper management (principal–agent problems) and among shareholders (principal–principal problems),^[8] although also other stakeholder relations are affected and coordinated through corporate governance.

Principal–agent conflict[]

In large firms where there is a separation of ownership and management, the principal–agent problem can arise between upper-management (the "agent") and the shareholder(s) (the "principal(s)"). The shareholders and upper management may have different interests. 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. Those pertaining to self-interest are usually emphasized in relation to principal-agent problems. 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. However, corporations sometimes undertake initiatives, such as climate activism and voluntary emission reduction, that seems to contradict the idea that rational self-interest drives shareholders' governance goals.^[9]:3

An example of a possible conflict between shareholders and upper management materializes through stock repurchases (treasury stock). Executives may have incentive to divert cash surpluses to buying treasury stock to support or increase the share price. However, that reduces the financial resources available to maintain or enhance profitable operations. As a result, executives can sacrifice long-term profits for short-term personal gain. Shareholders may have different perspectives in this regard, depending on their own time preferences, but it can also be viewed as a conflicting with broader corporate interests (including preferences of other stakeholders and the long-term health of the corporation).

Principal–principal conflict (the multiple principal problem)[]

The principal–agent problem can be intensified when upper management acts on behalf of multiple shareholders—which is often the case in large firms (see Multiple principal problem).^[8] 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.^[10] As a result, there may be free-riding in steering and monitoring of upper management,^[11] or conversely, high costs may arise from duplicate steering and monitoring of upper management.^[12] Conflict may break out between principals,^[13] and this all leads to increased autonomy for upper management.^[8]

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.^[14][15] 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.^[16][17][18] 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 shareholders.^[8]

Other themes[]

An important theme of governance is the nature and extent of corporate accountability. A related discussion at the macro level focuses on the effect of a corporate governance system on economic efficiency, with a strong emphasis on shareholders' welfare.^[19] This has resulted in a literature focused on economic analysis.^[20][21][22]

Other definitions[]

Corporate governance is variously given narrower definitions in particular contexts.

Corporate governance has also been more narrowly defined as "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".^[23]

Corporate governance has also been defined as "the act of externally directing, controlling and evaluating a corporation"^[24] and related to the definition of Governance as "The act of externally directing, controlling and evaluating an entity, process or resource".^[25] In this sense, governance and corporate governance are different from management because governance must be EXTERNAL to the object being governed. Governing agents do not have personal control over, and are not part of the object that they govern. For example, it is not possible for a CIO to govern the IT function. They are personally accountable for the strategy and management of the function. As such, they "manage" the IT function; they do not "govern" it. At the same time, there may be a number of policies, authorized by the board, that the CIO follows. When the CIO is following these policies, they are performing "governance" activities because the primary intention of the policy is to serve a governance purpose. The board is ultimately "governing" the IT function because they stand outside of the function and are only able to externally direct, control and evaluate the IT function by virtue of established policies, procedures and indicators. Without these policies, procedures and indicators, the board has no way of governing, let alone affecting the IT function in any way.

One source defines corporate governance as "the set of conditions that shapes the ex post bargaining over the quasi-rents generated by a firm".^[26] The firm itself is modelled as a governance structure acting through the mechanisms of contract.^{[27][28][29][19]} Here corporate governance may include its relation to corporate finance.^[30][31][32]

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 Sarbanes–Oxley Act, informally referred to as Sarbox or Sox, is an attempt by the federal government in the United States to legislate several of the principles recommended in the Cadbury and OECD reports.

• Rights and equitable treatment of shareholders:^[33][34][35] Organizations should respect the rights of shareholders and help shareholders to exercise those rights. They can help shareholders exercise their rights by openly and effectively communicating information and by encouraging shareholders to participate in general meetings.
• Interests of other stakeholders:^[36] Organizations should recognize that they have legal, contractual, social, and market driven obligations to non-shareholder stakeholders, including employees, investors, creditors, suppliers, local communities, customers, and policy makers.
• Role and responsibilities of the board:^[37][38] The board needs sufficient relevant skills and understanding to review and challenge management performance. It also needs adequate size and appropriate levels of independence and commitment.
• Integrity and ethical behavior:^[39][40] Integrity should be a fundamental requirement in choosing corporate officers and board members. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making.
• Disclosure and transparency:^[41][42] Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide stakeholders with a level of accountability. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear, factual information.

Models[]

Different models of corporate governance differ according to the variety of capitalism in which they are embedded. The Anglo-American "model" tends to emphasize the interests of shareholders. The coordinated or multistakeholder model associated with Continental Europe and Japan also recognizes the interests of workers, managers, suppliers, customers, and the community. A related distinction is between market-oriented and network-oriented models of corporate governance.^[43]

Continental Europe (Two-tier board system)[]

Some continental European countries, including Germany, Austria, and the Netherlands, require a two-tiered board of directors as a means of improving corporate governance.^[44] 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.^[45]

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.

India[]

The Securities and Exchange Board of India Committee 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."^[46][47] India is a growing economy and it is quite important to safeguard the interests of investors and also ensure that the responsibility of management is fixed. The Satyam scandal, also known as India's Enron, wiped off billions of shareholders' wealth and threatened foreign investment in India. This is the reason that corporate governance in India has taken the centre stage.^[48]The SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015 contain detailed disclosure requirements and other obligations which seek to ensure good corporate governance for listed companies in India.

United States, United Kingdom[]

The so-called "Anglo-American model" of corporate governance emphasizes the interests of shareholders. It relies on a single-tiered board of directors that is normally dominated by non-executive directors elected by shareholders. Because of this, it is also known as "the unitary system".^[49][50] Within this system, many boards include some executives from the company (who are ex officio members of the board). Non-executive directors are expected to outnumber executive directors and hold key posts, including audit and compensation committees. 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.^[51] The number of US firms combining both roles is declining, however.^[52]

In the United States, corporations are directly governed by state laws, while the exchange (offering and trading) of securities in corporations (including shares) is governed by federal legislation. 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.^[53] Individual rules for corporations are based upon the corporate charter and, less authoritatively, the corporate bylaws.^[53] Shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws.^[53]

It is sometimes colloquially stated that in the US and the UK "the shareholders own the company". This is, however, a misconception as argued by Eccles & Youmans (2015) and Kay (2015).^[54]

Founder centrism[]

Recent scholarship from the University of Oxford outlines a new theory of corporate governance, founder centrism, which is premised upon a narrowing in the separation between ownership and control. Through the lens of concentrated equity ownership theory, a new theory of the firm, the traditional checklist of best practices are inapplicable, as evidenced by the significant outperformance of technology companies with dual-class share structures and integrated CEO/Chairman positions:

Founder-run companies, such as Facebook, Netflix and Google are at the forefront of a new wave of organizational structure better suited to long-term value creation. Founder centrism, an inclusive concept within CEO theory, integrates the capacity of founder and non-founder senior leadership to adopt an owner's mindset in traditionally structured corporations, such as Thomas J. Watson Sr. and Thomas Watson Jr. with IBM, Steve Jobs and Tim Cook with Apple, Jamie Dimon with JPMorgan Chase, Lloyd Blankfein with Goldman Sachs, Rick George with Suncor Energy, and many others. In substance, all fall within the ambit of founder centrism—leaders with a founder's mindset, an ethical disposition towards the shareholder collective, and an intense focus on exponential value creation without enslavement to a quarter-by-quarter upward growth trajectory. In traditionally structured firms, high performing executives gain deference, become highly influential, and take on the qualities of concentrated equity owners. To the extent these leaders embrace founder centrism, their companies will experience efficiency advantages relative to competitors operating within traditional parameters.^[55]

An article published by the Australian Institute of Company Directors called "Do Boards Need to become more Entrepreneurial?" also considered the need for founder centrism behaviour at board level to appropriately manage disruption.^[56]

Regulations[]

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Corporations are created as legal persons by the laws and regulations of a particular jurisdiction. These may vary in many respects between countries, but a corporation's legal person status is fundamental to all jurisdictions and is conferred by statute. This allows the entity to hold property in its own right without reference to any particular real person. It also results in the perpetual existence that characterizes the modern corporation. 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, which was the only method prior to the 19th century.^{[citation needed]}

In addition to the statutory laws of the relevant jurisdiction, corporations are subject to common law in some countries, and various laws and regulations affecting business practices. In most jurisdictions, corporations also have a constitution that provides individual rules that govern the corporation and authorize or constrain its decision-makers. This constitution is identified by a variety of terms; in English-speaking jurisdictions, it is usually known as the Corporate Charter or the Memorandum and Articles of Association. The capacity of shareholders to modify the constitution of their corporation can vary substantially.^{[citation needed]}

The U.S. passed the Foreign Corrupt Practices Act (FCPA) in 1977, with subsequent modifications. This law made it illegal to bribe government officials and required corporations to maintain adequate accounting controls. It is enforced by the U.S. Department of Justice and the Securities and Exchange Commission (SEC). Substantial civil and criminal penalties have been levied on corporations and executives convicted of bribery.^[57]

The UK passed the Bribery Act in 2010. This law made it illegal to bribe either government or private citizens or make facilitating payments (i.e., payment to a government official to perform their routine duties more quickly). It also required corporations to establish controls to prevent bribery.

Sarbanes–Oxley Act[]

The Sarbanes–Oxley Act of 2002 was enacted in the wake of a series of high-profile corporate scandals. It established a series of requirements that affect corporate governance in the U.S. and influenced similar laws in many other countries. The law required, along with many other elements, that:

• The Public Company Accounting Oversight Board (PCAOB) be established to regulate the auditing profession, which had been self-regulated prior to the law. Auditors are responsible for reviewing the financial statements of corporations and issuing an opinion as to their reliability.
• The chief executive officer (CEO) and chief financial officer (CFO) attest to the financial statements. Prior to the law, CEOs had claimed in court they hadn't reviewed the information as part of their defense.
• Board audit committees have members that are independent and disclose whether or not at least one is a financial expert, or reasons why no such expert is on the audit committee.
• External audit firms cannot provide certain types of consulting services and must rotate their lead partner every 5 years. Further, an audit firm cannot audit a company if those in specified senior management roles worked for the auditor in the past year. 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.^[58]

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. As a rule, compliance with these governance recommendations is not mandated by law, although the codes linked to stock exchange listing requirements may have a coercive effect.

Organisation for Economic Co-operation and Development principles[]

One of the most influential guidelines on corporate governance are the G20/OECD Principles of Corporate Governance, first published as the OECD Principles in 1999, revised in 2004 and revised again and endorsed by the G20 in 2015.^[5] The Principles are often referenced by countries developing local codes or guidelines. 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.^[59] This internationally agreed^[60] benchmark consists of more than fifty distinct disclosure items across five broad categories:^[61]

• 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^[62] are complementary to the G20/OECD Principles of Corporate Governance,^[63] providing guidance tailored to the corporate governance challenges unique to state-owned enterprises.

Stock exchange listing standards[]

Companies listed on the New York Stock Exchange (NYSE) and other stock exchanges are required to meet certain governance standards. For example, the NYSE Listed Company Manual requires, among many other elements:

• Independent directors: "Listed companies must have a majority of independent directors ... Effective boards of directors exercise independent judgment in carrying out their responsibilities. Requiring a majority of independent directors will increase the quality of board oversight and lessen the possibility of damaging conflicts of interest." (Section 303A.01) An independent director is not part of management and has no "material financial relationship" with the company.
• 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." (Section 303A.03)
• Boards organize their members into committees with specific responsibilities per defined charters. "Listed companies must have a nominating/corporate governance committee composed entirely of independent directors." This committee is responsible for nominating new members for the board of directors. Compensation and Audit Committees are also specified, with the latter subject to a variety of listing standards as well as outside regulations.

Other guidelines[]

The investor-led organisation International Corporate Governance Network (ICGN) was set up by individuals centered around the ten largest pension funds in the world 1995. The aim is to promote global corporate governance standards. The network is led by investors that manage 18 trillion dollars, and members are located in fifty different countries. ICGN has developed a suite of global guidelines ranging from shareholder rights to business ethics.^[64]

The World Business Council for Sustainable Development (WBCSD) has done work on corporate governance, particularly on accounting and reporting.^[65] In 2009, the International Finance Corporation and the UN Global Compact released a report, "Corporate Governance: the Foundation for Corporate Citizenship and Sustainable Business",^[66] linking the environmental, social and governance responsibilities of a company to its financial performance and long-term sustainability.

Most codes are largely voluntary. An issue raised in the U.S. since the 2005 Disney decision^[67] 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. 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.^{[citation needed]}

History[]

Early history[]

Replica of an East Indiaman of the Dutch East India Company/United East India Company (VOC)—the world's first formally listed public company. The 17th-century VOC shareholders and managers were possibly the first in recorded history to seriously consider corporate governance problems.^[68][69][70] Also, the practice of shareholder activism has its roots in the 17th-century Dutch Republic.^{[71][72][73][74][75][76]}

The modern practice of corporate governance has its roots in the 17th-century Dutch Republic.^{[68][77][73][69]} The first recorded corporate governance dispute in history^[78] took place in 1609 between the shareholders/investors (most notably Isaac Le Maire) and directors of the Dutch East India Company (VOC), the world's first formally listed public company.^[79] It is important to note that from about the early 1600s to about the mid-18th century, the Dutch Republic's economic, business and financial systems were the most advanced and sophisticated ever seen in history.^{[80][81][82][83]}

United States[]

Robert E. Wright argued in Corporation Nation (2014) that the governance of early U.S. corporations, of which over 20,000 existed by the Civil War of 1861–1865, was superior to that of corporations in the late 19th and early 20th centuries because early corporations governed themselves like "republics", replete with numerous "checks and balances" against fraud and against usurpation of power by managers or by large shareholders.^[84] (The term "robber baron" became particularly associated with US corporate figures in the Gilded Age—the late 19th century.)

In the immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle, Edwin Dodd, and Gardiner C. Means pondered on the changing role of the modern corporation in society.^[85] From the Chicago school of economics, Ronald Coase^[86] introduced the notion of transaction costs into the understanding of why firms are founded and how they continue to behave.^[87]

US economic expansion through the emergence of multinational corporations after World War II (1939–1945) saw the establishment of the managerial class. Several Harvard Business School management professors studied and wrote about the new class: Myles Mace (entrepreneurship), Alfred D. Chandler, Jr. (business history), Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior). According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors".^{[citation needed]}

In the 1980s, Eugene Fama and Michael Jensen^[88] established the principal–agent problem as a way of understanding corporate governance: the firm is seen as a series of contracts.^[89]

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.^[90][vague]

In the first half of the 1990s, the issue of corporate governance in the U.S. received considerable press attention due to a spate of CEO dismissals (for example, at IBM, Kodak, and Honeywell) by their boards. 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 early 2000s, the massive bankruptcies (and criminal malfeasance) of Enron and Worldcom, as well as lesser corporate scandals (such as those involving Adelphia Communications, AOL, Arthur Andersen, Global Crossing, and Tyco) led to increased political interest in corporate governance. This was reflected in the passage of the Sarbanes–Oxley Act of 2002. Other triggers for continued interest in the corporate governance of organizations included the financial crisis of 2008/9 and the level of CEO pay.^[91]

Some corporations have tried to burnish their ethical image by creating whistle-blower protections, such as anonymity. In the case of Citi, they call this the Ethics Hotline.^[92] Though it is unclear whether firms such as Citi take offences reported to these hotlines seriously or not.

East Asia[]

In 1997 the East Asian Financial Crisis severely affected the economies of Thailand, Indonesia, South Korea, Malaysia, and the Philippines through the exit of foreign capital after property assets collapsed. The lack of corporate governance mechanisms in these countries highlighted the weaknesses of the institutions in their economies.^{[citation needed]}

Saudi Arabia[]

In November 2006 the Capital Market Authority (Saudi Arabia) (CMA) issued a corporate governance code in the Arabic language.^[93] The Kingdom of Saudi Arabia has made considerable progress with respect to the implementation of viable and culturally appropriate governance mechanisms (Al-Hussain & Johnson, 2009).^{[94][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. However, using rate of return as a performance measure revealed a weak positive relationship between the efficiency of corporate governance structure and bank performance.^[95]

List of countries by corporate governance[]

This is a list of countries by average overall rating in corporate governance:^[96]

Rank	Country	Companies	Average overall rating
1	United Kingdom	395	7.60
2	Canada	132	7.36
3	Ireland	421	7.21
4	United States	1,761	7.16
5	New Zealand	100	6.70
6	Australia	194	6.65
7	Netherlands	30	6.45
8	Finland	28	6.38
9	South Africa	43	6.09
10	Sweden	40	5.88
11	Switzerland	51	5.86
12	Germany	79	5.80
13	Austria	22	5.77
14	Italy	52	5.25
15	Poland	14	5.11
16	Norway	26	4.90
17	Singapore	52	4.82
18	Denmark	24	4.79
19	France	100	4.70
20	India	56	4.54
21	Belgium	24	4.35
22	Greece	24	4.25
23	Malaysia	28	4.21
24	Thailand	15	4.20
25	Portugal	11	4.14
26	Hong Kong	72	4.06
27	Spain	43	3.97
28	South Korea	88	3.93
29	Brazil	67	3.91
30	Russia	25	3.90
31	Taiwan	78	3.84
32	Israel	17	3.79
33	Turkey	17	3.62
34	China	91	3.37
35	Japan	392	3.30
36	Indonesia	21	3.14
37	Mexico	21	2.43
38	Chile	15	2.13

Stakeholders[]

Key parties involved in corporate governance include stakeholders such as the board of directors, management and shareholders. External stakeholders such as creditors, auditors, customers, suppliers, government agencies, and the community at large also exert influence. 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. 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. Agency concerns (risk) are necessarily lower for a controlling shareholder.^{[citation needed]}

In private for-profit corporations, shareholders elect the board of directors to represent their interests. In the case of nonprofits, stakeholders may have some role in recommending or selecting board members, but typically the board itself decides who will serve on the board as a 'self-perpetuating' board.^[97] 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.^[98]

Responsibilities of the board of directors[]

Former Chairman of the Board of General Motors John G. Smale wrote in 1995: "The board is responsible for the successful perpetuation of the corporation. That responsibility cannot be relegated to management."^[99] A board of directors is expected to play a key role in corporate governance. 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. Boards typically have several committees (e.g., Compensation, Nominating and Audit) to perform their work.^[100]

The OECD Principles of Corporate Governance (2004) describe the responsibilities of the board; some of these are summarized below:^[5]

• 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.
• Review and guide corporate strategy, objective setting, major plans of action, risk policy, capital plans, and annual budgets.
• Oversee major acquisitions and divestitures.
• Select, compensate, monitor and replace key executives and oversee succession planning.
• Align key executive and board remuneration (pay) with the longer-term interest of the company and its shareholders.
• Ensure a formal and transparent board member nomination and election process.
• Ensure the integrity of the corporation's accounting and financial reporting systems, including their independent audit.
• Ensure appropriate systems of internal control are established.
• Oversee the process of disclosure and communications.
• Where committees of the board are established, their mandate, composition and working procedures should be well-defined and disclosed.

Stakeholder interests[]

All parties to corporate governance have an interest, whether direct or indirect, in the financial performance of the corporation. Directors, workers and management receive salaries, benefits and reputation, while investors expect to receive financial returns. For lenders, it is specified interest payments, while returns to equity investors arise from dividend distributions or capital gains on their stock. Customers are concerned with the certainty of the provision of goods and services of an appropriate quality; suppliers are concerned with compensation for their goods or services, and possible continued trading relationships. These parties provide value to the corporation in the form of financial, physical, human and other forms of capital. Many parties may also be concerned with corporate social performance.^{[citation needed]}

A key factor in a party's decision to participate in or engage with a corporation is their confidence that the corporation will deliver the party's expected outcomes. When categories of parties (stakeholders) do not have sufficient confidence that a corporation is being controlled and directed in a manner consistent with their desired outcomes, they are less likely to engage with the corporation. When this becomes an endemic system feature, the loss of confidence and participation in markets may affect many other stakeholders, and increases the likelihood of political action. There is substantial interest in how external systems and institutions, including markets, influence corporate governance.^[47]

"Absentee landlords" vs. capital stewards[]

In 2016 the director of the World Pensions Council (WPC) said that "institutional asset owners now seem more eager to take to task [the] negligent CEOs" of the companies whose shares they own.^[101]

This development is part of a broader trend towards more fully exercised asset ownership—notably from the part of the boards of directors ('trustees') of large UK, Dutch, Scandinavian and Canadian pension investors:

No longer 'absentee landlords', [pension fund] trustees have started to exercise more forcefully their governance prerogatives across the boardrooms of Britain, Benelux and America: coming together through the establishment of engaged pressure groups […] to 'shift the [whole economic] system towards sustainable investment'.^[101]

This could eventually put more pressure on the CEOs of publicly listed companies, as "more than ever before, many [North American,] UK and European Union pension trustees speak enthusiastically about flexing their fiduciary muscles for the UN's Sustainable Development Goals", and other ESG-centric investment practices.^[102]

United Kingdom[]

In Britain, "The widespread social disenchantment that followed the [2008–2012] great recession had an impact" on all stakeholders, including pension fund board members and investment managers.^[103]

Many of the UK's largest pension funds are thus already active stewards of their assets, engaging with corporate boards and speaking up when they think it is necessary.^[103]

Control and ownership structures[]

Control and ownership structure refers to the types and composition of shareholders in a corporation. In some countries such as most of Continental Europe, ownership is not necessarily equivalent to control due to the existence of e.g. dual-class shares, ownership pyramids, voting coalitions, proxy votes and clauses in the articles of association that confer additional voting rights to long-term shareholders.^[104] Ownership is typically defined as the ownership of cash flow rights whereas control refers to ownership of control or voting rights.^[104] Researchers often "measure" control and ownership structures by using some observable measures of control and ownership concentration or the extent of inside control and ownership. Some features or types of control and ownership structure involving corporate groups include pyramids, cross-shareholdings, rings, and webs. German "concerns" (Konzern) are legally recognized corporate groups with complex structures. Japanese keiretsu (系列) and South Korean chaebol (which tend to be family-controlled) are corporate groups which consist of complex interlocking business relationships and shareholdings. Cross-shareholding is an essential feature of keiretsu and chaebol groups. Corporate engagement with shareholders and other stakeholders can differ substantially across different control and ownership structures.

Family control[]

Family interests dominate ownership and control structures of some corporations, and it has been suggested that the oversight of family-controlled corporations are superior to corporations "controlled" by institutional investors (or with such diverse share ownership that they are controlled by management). A 2003 Business Week study said: "Forget the celebrity CEO. Look beyond Six Sigma and the latest technology fad. One of the biggest strategic advantages a company can have, it turns out, is blood lines."^[105] A 2007 study by Credit Suisse found that European companies in which "the founding family or manager retains a stake of more than 10 per cent of the company’s capital enjoyed a superior performance over their respective sectoral peers", reported Financial Times.^[106] Since 1996, this superior performance amounted to 8% per year.^[106]

Diffuse shareholders[]

The significance of institutional investors varies substantially across countries. In developed Anglo-American countries (Australia, Canada, New Zealand, U.K., U.S.), institutional investors dominate the market for stocks in larger corporations. While the majority of the shares in the Japanese market are held by financial companies and industrial corporations, these are not institutional investors if their holdings are largely with-on group.^{[citation needed]}

The largest funds of invested money or the largest investment management firm for corporations are designed to maximize the benefits of diversified investment by investing in a very large number of different corporations with sufficient liquidity. The idea is this strategy will largely eliminate individual firm financial or other risk. A consequence of this approach is that these investors have relatively little interest in the governance of a particular corporation. It is often assumed that, if institutional investors pressing for changes decide they will likely be costly because of "golden handshakes" or the effort required, they will simply sell out their investment.^{[citation needed]}

Proxy access[]

Particularly in the United States, proxy access allows shareholders to nominate candidates which appear on the proxy statement, as opposed to restricting that power to the nominating committee. The SEC had attempted a proxy access rule for decades,^[107] and the United States Dodd–Frank Wall Street Reform and Consumer Protection Act specifically allowed the SEC to rule on this issue, however, the rule was struck down in court.^[107] Beginning in 2015, proxy access rules began to spread driven by initiatives from major institutional investors, and as of 2018, 71% of S&P 500 companies had a proxy access rule.^[107]

Mechanisms and controls[]

Corporate governance mechanisms and controls are designed to reduce the inefficiencies that arise from moral hazard and adverse selection. There are both internal monitoring systems and external monitoring systems.^[108] Internal monitoring can be done, for example, by one (or a few) large shareholder(s) in the case of privately held companies or a firm belonging to a business group. Furthermore, the various board mechanisms provide for internal monitoring. External monitoring of managers' behavior occurs when an independent third party (e.g. the external auditor) attests the accuracy of information provided by management to investors. Stock analysts and debt holders may also conduct such external monitoring. An ideal monitoring and control system should regulate both motivation and ability, while providing incentive alignment toward corporate goals and objectives. Care should be taken that incentives are not so strong that some individuals are tempted to cross lines of ethical behavior, for example by manipulating revenue and profit figures to drive the share price of the company up.^[87]

Internal corporate governance controls[]

Internal corporate governance controls monitor activities and then take corrective actions to accomplish organisational goals. Examples include:

• Monitoring by the board of directors: The board of directors, with its legal authority to hire, fire and compensate top management, safeguards invested capital. Regular board meetings allow potential problems to be identified, discussed and avoided. Whilst non-executive directors are thought to be more independent, they may not always result in more effective corporate governance and may not increase performance.^[109] Different board structures are optimal for different firms. Moreover, the ability of the board to monitor the firm's executives is a function of its access to information. 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, ex ante. It could be argued, therefore, that executive directors look beyond the financial criteria.^{[citation needed]}
• Internal control procedures and internal auditors: Internal control procedures are policies implemented by an entity's board of directors, audit committee, management, and other personnel to provide reasonable assurance of the entity achieving its objectives related to reliable financial reporting, operating efficiency, and compliance with laws and regulations. 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.^{[citation needed]}
• Balance of power: The simplest balance of power is very common; require that the President be a different person from the Treasurer. This application of separation of power is further developed in companies where separate divisions check and balance each other's actions. One group may propose company-wide administrative changes, another group review and can veto the changes, and a third group check that the interests of people (customers, shareholders, employees) outside the three groups are being met.^{[citation needed]}
• Remuneration: Performance-based remuneration is designed to relate some proportion of salary to individual performance. It may be in the form of cash or non-cash payments such as shares and share options, superannuation or other benefits. Such incentive schemes, however, are reactive in the sense that they provide no mechanism for preventing mistakes or opportunistic behavior, and can elicit myopic behavior.^{[citation needed]}
• Monitoring by large shareholders and/or monitoring by banks and other large creditors: Given their large investment in the firm, these stakeholders have the incentives, combined with the right degree of control and power, to monitor the management.^[110]

In publicly traded U.S. corporations, boards of directors are largely chosen by the President/CEO, and the President/CEO often takes the Chair of the Board position for him/herself (which makes it much more difficult for the institutional owners to "fire" him/her). The practice of the CEO also being the Chair of the Board is fairly common in large American corporations.^[111]

While this practice is common in the U.S., it is relatively rare elsewhere. In the U.K., successive codes of best practice have recommended against duality.^{[citation needed]}

External corporate governance controls[]

External corporate governance controls the external stakeholders' exercise over the organization. Examples include:

• competition
• debt covenants
• demand for and assessment of performance information (especially financial statements)
• government regulations
• managerial labour market
• media pressure
• takeovers
• proxy firms
• mergers and acquisitions

Financial reporting and the independent auditor[]

The board of directors has primary responsibility for the corporation's internal and external financial reporting functions. The chief executive officer and chief financial officer are crucial participants, and boards usually have a high degree of reliance on them for the integrity and supply of accounting information. They oversee the internal accounting systems, and are dependent on the corporation's accountants and internal auditors.

Current accounting rules under International Accounting Standards and U.S. GAAP allow managers some choice in determining the methods of measurement and criteria for recognition of various financial reporting elements. The potential exercise of this choice to improve apparent performance increases the information risk for users. Financial reporting fraud, including non-disclosure and deliberate falsification of values also contributes to users' information risk. To reduce this risk and to enhance the perceived integrity of financial reports, corporation financial reports must be audited by an independent external auditor who issues a report that accompanies the financial statements.

One area of concern is whether the auditing firm acts as both the independent auditor and management consultant to the firm they are auditing. This may result in a conflict of interest which places the integrity of financial reports in doubt due to client pressure to appease management. The power of the corporate client to initiate and terminate management consulting services and, more fundamentally, to select and dismiss accounting firms contradicts the concept of an independent auditor. Changes enacted in the United States in the form of the Sarbanes–Oxley Act (following numerous corporate scandals, culminating with the Enron scandal) prohibit accounting firms from providing both auditing and management consulting services. Similar provisions are in place under clause 49 of Standard Listing Agreement in India.

Systemic problems[]

• Demand for information: In order to influence the directors, 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.^[112]
• Monitoring costs: A barrier to shareholders using good information is the cost of processing it, especially to a small shareholder. The traditional answer to this problem is the efficient-market hypothesis (in finance, the efficient market hypothesis (EMH) asserts that financial markets are efficient), which suggests that the small shareholder will free ride on the judgments of larger professional investors.^[112]
• Supply of accounting information: Financial accounts form a crucial link in enabling providers of finance to monitor directors. Imperfections in the financial reporting process will cause imperfections in the effectiveness of corporate governance. This should, ideally, be corrected by the working of the external auditing process.^[112]

Issues[]

Executive pay[]

Increasing attention and regulation (as under the Swiss referendum "against corporate rip-offs" of 2013) has been brought to executive pay levels since the financial crisis of 2007–2008. Research on the relationship between firm performance and executive compensation does not identify consistent and significant relationships between executives' remuneration and firm performance. Not all firms experience the same levels of agency conflict, and external and internal monitoring devices may be more effective for some than for others.^[91][113] Some researchers have found that the largest CEO performance incentives came from ownership of the firm's shares, while other researchers found that the relationship between share ownership and firm performance was dependent on the level of ownership. The results suggest that increases in ownership above 20% cause management to become more entrenched, and less interested in the welfare of their shareholders.^[113]

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, rather than the short-term, performance of the company. However, that point of view came under substantial criticism circa in the wake of various security scandals including mutual fund timing episodes and, in particular, the backdating of option grants as documented by University of Iowa academic Erik Lie^[114] and reported by James Blander and Charles Forelle of the Wall Street Journal.^[113][115]

Even before the negative influence on public opinion caused by the 2006 backdating scandal, use of options faced various criticisms. A particularly forceful and long running argument concerned the interaction of executive options with corporate stock repurchase programs. Numerous authorities (including U.S. 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, in part, corporate stock buybacks for U.S. Standard & Poor's 500 companies surged to a $500 billion annual rate in late 2006 because of the effect of options.^[116]

A combination of accounting changes and governance issues led options to become a less popular means of remuneration as 2006 progressed, 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.

Separation of Chief Executive Officer and Chairman of the Board roles[]

Shareholders elect a board of directors, who in turn hire a chief executive officer (CEO) to lead management. The primary responsibility of the board relates to the selection and retention of the CEO. However, in many U.S. corporations the CEO and Chairman of the Board roles are held by the same person. This creates an inherent conflict of interest between management and the board.

Critics of combined roles argue the two roles that should be separated to avoid the conflict of interest and more easily enable a poorly performing CEO to be replaced. Warren Buffett wrote in 2014: "In my service on the boards of nineteen public companies, however, I've seen how hard it is to replace a mediocre CEO if that person is also Chairman. (The deed usually gets done, but almost always very late.)"^[117]

Advocates argue that empirical studies do not indicate that separation of the roles improves stock market performance and that it should be up to shareholders to determine what corporate governance model is appropriate for the firm.^[118]

In 2004, 73.4% of U.S. companies had combined roles; this fell to 57.2% by May 2012. Many U.S. companies with combined roles have appointed a "Lead Director" to improve independence of the board from management. German and UK companies have generally split the roles in nearly 100% of listed companies. Empirical evidence does not indicate one model is superior to the other in terms of performance. However, one study indicated that poorly performing firms tend to remove separate CEOs more frequently than when the CEO/Chair roles are combined.^[119]

See also[]

References[]

Further reading[]

• Arcot, Sridhar; Bruno, Valentina; Faure-Grimaud, Antoine (June 2010). "Corporate governance in the UK: Is the comply or explain approach working?" (PDF). International Review of Law and Economics. 30 (2): 193–201. doi:10.1016/j.irle.2010.03.002. S2CID 53448414.
• Becht, Marco; Bolton, Patrick; Röell, Ailsa (1 October 2002). "Corporate Governance and Control". SSRN 343461. Cite journal requires |journal= (help)
• Bowen, William, 1998 and 2004, The Board Book: An Insider's Guide for Directors and Trustees, New York and London, W.W. Norton & Company, ISBN 978-0-393-06645-6
• Brickley, James A., William S. Klug and Jerold L. Zimmerman, Managerial Economics & Organizational Architecture, ISBN
• Cadbury, Sir Adrian, "The Code of Best Practice", Report of the Committee on the Financial Aspects of Corporate Governance, Gee and Co Ltd, 1992. Available online from [4]
• Cadbury, Sir Adrian, "Corporate Governance: Brussels", Instituut voor Bestuurders, Brussels, 1996.
• Claessens, Stijn; Djankov, Simeon; Lang, Larry H.P (January 2000). "The separation of ownership and control in East Asian Corporations". Journal of Financial Economics. 58 (1–2): 81–112. doi:10.1016/S0304-405X(00)00067-2.
• Clarke, Thomas (ed.) (2004) Theories of Corporate Governance: The Philosophical Foundations of Corporate Governance, London and New York: Routledge, ISBN 0-415-32308-8
• Clarke, Thomas (ed.) (2004) Critical Perspectives on Business and Management (5 Volume Series on Corporate Governance – Genesis, Anglo-American, European, Asian and Contemporary Corporate Governance) London and New York: Routledge, ISBN 0-415-32910-8
• Clarke, Thomas (2007) International Corporate Governance London and New York: Routledge, ISBN 0-415-32309-6
• Clarke, Thomas & Chanlat, Jean-Francois (eds.) (2009) European Corporate Governance London and New York: Routledge, ISBN 978-0-415-40533-1
• Clarke, Thomas & dela Rama, Marie (eds.) (2006) Corporate Governance and Globalization (3 Volume Series) London and Thousand Oaks, CA: SAGE, ISBN 978-1-4129-2899-1
• Clarke, Thomas & dela Rama, Marie (eds.) (2008) Fundamentals of Corporate Governance (4 Volume Series) London and Thousand Oaks, CA: SAGE, ISBN 978-1-4129-3589-0
• Colley, J., Doyle, J., Logan, G., Stettinius, W., What is Corporate Governance? (McGraw-Hill, December 2004) ISBN
• Crawford, C. J. (2007). Compliance & conviction: the evolution of enlightened corporate governance. Santa Clara, Calif: XCEO. ISBN 978-0-9769019-1-4
• Denis, Diane K.; McConnell, John J. (March 2003). "International Corporate Governance". The Journal of Financial and Quantitative Analysis. 38 (1): 1–36. CiteSeerX 10.1.1.470.957. doi:10.2307/4126762. JSTOR 4126762. S2CID 232330567.
• Dignam, Alan and Lowry, John (2020) Company Law, Oxford University Press ISBN 978-0-19-928936-3
• Douma, Sytse and Hein Schreuder (2013), Economic Approaches to Organizations, 5th edition. London: Pearson [5] ISBN 9780273735298
• Easterbrook, Frank H. and Daniel R. Fischel, The Economic Structure of Corporate Law, ISBN
• Easterbrook, Frank H. and Daniel R. Fischel, International Journal of Governance, ISBN
• Eccles, R.G. & T. Youmans (2015), Materiality in Corporate Governance: The Statement of Significant Audiences and Materiality, Boston: Harvard Business School, working paper 16-023, http://hbswk.hbs.edu/item/materiality-in-corporate-governance-the-statement-of-significant-audiences-and-materiality
• Erturk, Ismail; Froud, Julie; Johal, Sukhdev; Williams, Karel (August 2004). "Corporate governance and disappointment". Review of International Political Economy. 11 (4): 677–713. doi:10.1080/0969229042000279766. S2CID 153865396.
• Garrett, Allison, "Themes and Variations: The Convergence of Corporate Governance Practices in Major World Markets", 32 Denv. J. Int'l L. & Pol'y.
• Goergen, Marc, International Corporate Governance, (Prentice Hall 2012) ISBN 978-0-273-75125-0
• Holton, Glyn A. (November 2006). "Investor Suffrage Movement". Financial Analysts Journal. 62 (6): 15–20. doi:10.2469/faj.v62.n6.4349. S2CID 153833506.
• Hovey, Martin; Naughton, Tony (June 2007). "A survey of enterprise reforms in China: The way forward" (PDF). Economic Systems. 31 (2): 138–156. doi:10.1016/j.ecosys.2006.09.001.
• Kay, John (2015), 'Shareholders think they own the company — they are wrong', The Financial Times, 10 November 2015
• Abu Masdoor, Khalid (2011). "Ethical Theories of Corporate Governance". International Journal of Governance. 1 (2): 484–492.
• La Porta, Rafael; Lopez-De-Silanes, Florencio; Shleifer, Andrei (April 1999). "Corporate Ownership Around the World". The Journal of Finance. 54 (2): 471–517. doi:10.1111/0022-1082.00115.
• Low, Albert, 2008. "Conflict and Creativity at Work: Human Roots of Corporate Life, Sussex Academic Press. ISBN 978-1-84519-272-3
• Monks, Robert A.G. and Minow, Nell, Corporate Governance (Blackwell 2004) ISBN
• Monks, Robert A.G. and Minow, Nell, Power and Accountability (HarperBusiness 1991), full text available online
• Moebert, Jochen and Tydecks, Patrick (2007). Power and Ownership Structures among German Companies. A Network Analysis of Financial Linkages [6]^{[permanent dead link]}
• Murray, Alan Revolt in the Boardroom (HarperBusiness 2007) (ISBN 0-06-088247-6) Remainder
• OECD (1999, 2004, 2015) Principles of Corporate Governance Paris: OECD
• Sapovadia, Vrajlal K. (1 January 2007). "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India". SSRN 712461. Cite journal requires |journal= (help)
• Ulrich Seibert (1999), Control and Transparency in Business (KonTraG) Corporate Governance Reform in Germany. European Business Law Review 70
• Shleifer, Andrei; Vishny, Robert W. (June 1997). "A Survey of Corporate Governance". The Journal of Finance. 52 (2): 737–783. CiteSeerX 10.1.1.489.2497. doi:10.1111/j.1540-6261.1997.tb04820.x. S2CID 54538527.
• Skau, H.O (1992), A Study in Corporate Governance: Strategic and Tactic Regulation (200 p)
• Sun, William (2009), How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence, New York: Edwin Mellen, ISBN 978-0-7734-3863-7.
• Touffut, Jean-Philippe (ed.) (2009), Does Company Ownership Matter?, Cheltenham, UK, and Northampton, MA, USA: Edward Elgar. Contributors: Jean-Louis Beffa, Margaret Blair, Wendy Carlin, Christophe Clerc, Simon Deakin, Jean-Paul Fitoussi, Donatella Gatti, Gregory Jackson, Xavier Ragot, Antoine Rebérioux, Lorenzo Sacconi and Robert M. Solow.
• Tricker, Bob and The Economist Newspaper Ltd (2003, 2009), Essentials for Board Directors: An A–Z Guide, Second Edition, New York, Bloomberg Press, ISBN 978-1-57660-354-3.
• Zelenyuk, Valentin; Zheka, Vitaliy (April 2006). "Corporate Governance and Firm's Efficiency: The Case of a Transitional Country, Ukraine". Journal of Productivity Analysis. 25 (1–2): 143–157. doi:10.1007/s11123-006-7136-8. S2CID 5712854.
• Shahwan, Y., & Mohammad, N. R. (2016). Descriptive Evidence of Corporate Governance & OECD Principles for Compliance with Jordanian Companies. Journal Studia Universitatis Babes-Bolyai Negotia.

External links[]

• Media related to Corporate governance at Wikimedia Commons
• Quotations related to Corporate governance at Wikiquote
• OECD Corporate Governance Portal
• WorldBank/IFC Corporate Governance Portal
• World Bank Corporate Governance Reports