text:
Corporate governance
From Wikipedia, the free encyclopedia
Jump to navigation Jump to search
Part of a series on
Governance
Models
Collaborative
Good
Multistakeholder
Open-source
Private
Self
By level
Local
Global
By field
Climate
Clinical
Corporate
Cultural
Data
Earth system
Ecclesiastical
Environmental
Higher education
Information
Network
Ocean
Political party
Project
Security sector
Self
Simulation
Service-oriented architecture
Soil
Technology
Transnational
Website
Measures
World Governance Index
Sustainable Governance Indicators
Related topics
Chief governance officer
Governance, risk management
and compliance
E-governance
Environmental, social and
corporate governance
Market governance mechanism
v
t
e
Business administration
Management of a business
Accounting[show]
Management accounting
Financial accounting
Financial audit
Business entities[show]
Cooperative
Corporation
Limited liability company
Partnership
Sole proprietorship
State-owned enterprise
Corporate governance[show]
Annual general meeting
Board of directors
Supervisory board
Advisory board
Audit committee
Corporate law[show]
Commercial law
Constitutional documents
Contract
Corporate crime
Corporate liability
Insolvency law
International trade law
Mergers and acquisitions
Economics[show]
Commodity
Public economics
Labour economics
Development economics
International economics
Mixed economy
Planned economy
Econometrics
Environmental economics
Open economy
Market economy
Knowledge economy
Microeconomics
Macroeconomics
Economic development
Economic statistics
Finance[show]
Financial statement
Insurance
Factoring
Cash conversion cycle
Insider dealing
Capital budgeting
Commercial bank
Derivative
Financial statement analysis
Financial risk
Public finance
Corporate finance
Managerial finance
International finance
Liquidation
Stock market
Financial market
Tax
Financial institution
Working capital
Venture capital
Marketing[show]
Marketing
Marketing research
Public relations
Sales
Types of management[show]
Asset
Brand
Business intelligence
Business development
Capacity
Change
innovation
Commercial
marketing
Communications
Configuration
Conflict
Content
Customer relationship
Distributed
Earned value
Electronic business
Enterprise resource planning
management information system
Financial
Human resource
development
Incident
Integrated
Knowledge
Materials
Network
administrator
Office
Operations
services
Performance
Power
Problem
Process
Product life-cycle
Product
Project
Quality
Records
Resource
Risk
crisis
Sales
Security
Service
Strategic
Supply chain
Systems
administrator
Talent
Technology
Organization[show]
Architecture
Behavior
Communication
Culture
Conflict
Development
Engineering
Hierarchy
Patterns
Space
Structure
Trade[show]
Business analysis
Business ethics
Business plan
Business judgment rule
Consumer behaviour
Business operations
International business
Business model
International trade
Business process
Business statistics
Business and economics portal
v
t
e
Corporate governance is the mechanisms, processes and relations by which corporations are controlled and directed.[1] 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 includes the rules and procedures for making decisions in corporate affairs.[2] Corporate governance includes the processes through which corporations' objectives are set and pursued in the context of the social, regulatory and market environment. Governance mechanisms include monitoring the actions, policies, practices, and decisions of corporations, their agents, and affected stakeholders. Corporate governance practices are affected by attempts to align the interests of stakeholders.[3][4] 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 during 2001–2002, most of which involved accounting fraud; and then again after the recent financial crisis in 2008.
Corporate scandals of various forms have maintained public and political interest in the regulation of corporate governance. In the U.S., these include 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 restore public confidence in corporate governance. Comparable failures in Australia (HIH, One.Tel) are associated with the eventual passage of the CLERP 9 reforms.[5] Similar corporate failures in other countries stimulated increased regulatory interest (e.g., Parmalat in Italy).
Contents
[hide]
1 Stakeholder interests
2 Other definitions
3 Principles
4 Models
4.1 Continental Europe (Two-tier board system)
4.2 India
4.3 United States, United Kingdom
4.4 Founder Centrism
5 Regulation
5.1 Sarbanes-Oxley Act
6 Codes and guidelines
6.1 Organisation for Economic Co-operation and Development principles
6.2 Stock exchange listing standards
6.3 Other guidelines
7 History
7.1 Early history
7.2 United States of America
7.3 East Asia
7.4 Saudi Arabia
8 List of countries by corporate governance
9 Stakeholders
9.1 Responsibilities of the board of directors
9.2 Stakeholder interests
9.3 ’Absentee landlords’ vs. capital stewards
9.3.1 United Kingdom
9.4 Control and ownership structures
9.4.1 Family control
9.4.2 Diffuse shareholders
10 Mechanisms and controls
10.1 Internal corporate governance controls
10.2 External corporate governance controls
10.3 Financial reporting and the independent auditor
11 Systemic problems
12 Issues
12.1 Executive pay
12.2 Separation of Chief Executive Officer and Chairman of the Board roles
13 See also
14 References
15 Further reading
16 External links
Stakeholder interests[edit]
In contemporary business corporations, the main external stakeholder groups are shareholders, debtholders, trade creditors and suppliers, customers, and communities affected by the corporation's activities. Internal stakeholders are the board of directors, executives, and other employees.
Much of the contemporary interest in corporate governance is concerned with mitigation of the conflicts of interests between stakeholders.[6] In large firms where there is a separation of ownership and management and no controlling shareholder, the principal–agent issue arises between upper-management (the "agent") which may have very different interests, and by definition considerably more information, than shareholders (the "principals"). The danger arises that, rather than overseeing management on behalf of shareholders, the board of directors may become insulated from shareholders and beholden to management.[7] This aspect is particularly present in contemporary public debates and developments in regulatory policy.[3] More explicitly, the danger is that executives paid by stock option have incentive to divert the retained earnings of the firm into buying shares of own company stock, which will then cause the share price to rise. However, retained earnings will then not be used to purchase the latest equipment or to hire quality people. Over the thirty or forty years that the model has been in place, the diversion of retained earnings to stock price manipulation has gradually eroded the competitiveness of the US industrial base. While the public blames low wages in China for eliminating US jobs, the reality is that many US firms compete with high wage nations such as Canada, Germany, or Japan. It is failure of large publicly-held corporations to invest in new equipment and people that holds the US back and erodes the middle class (fewer engineers, chemists, CNC machinists, accountants are needed as plants are left to age out). [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.[9][10] 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.[11] This has resulted in a literature focussed on economic analysis.[12][13][14]
Other definitions[edit]
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."[15]
Corporate governance has also been defined as "Is the act of externally directing, controlling and evaluating a corporation"[16] and related to the definition of Governance as "The act of externally directing, controlling and evaluating an entity, process or resource".[17] 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."[18] The firm itself is modelled as a governance structure acting through the mechanisms of contract.[19][11] Here corporate governance may include its relation to corporate finance.[20]
Principles[edit]
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), 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:[21][22][23] 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:[24] 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:[25][26] 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:[27][28] 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:[29][30] 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[edit]
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-orientated and network-orientated models of corporate governance.[31]
Continental Europe (Two-tier board system)[edit]
Main article: Aktiengesellschaft
Some continental European countries, including Germany, Austria, and the Netherlands, require a two-tiered Board of Directors as a means of improving corporate governance.[32] 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.[33]
India[edit]
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."[34][35]
United States, United Kingdom[edit]
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".[36][37] 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.[38] The number of US firms combining both roles is declining, however.[39]
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.[40] Individual rules for corporations are based upon the corporate charter and, less authoritatively, the corporate bylaws.[40] Shareholders cannot initiate changes in the corporate charter although they can initiate changes to the corporate bylaws.[40]
It is sometimes colloquially stated that in the USA and the UK 'the shareholders own the company'. This is, however, a misconception as argued by Eccles & Youmans (2015) and Kay (2015).[41]
Founder Centrism[edit]
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."[42]
”
Regulation[edit]
This article is part of a series on
Corporate law
By jurisdiction[show]
Anguilla
Australia
BVI
Canada
Cayman Islands
India
South Africa
United States
Vietnam

European Union
France
Germany
UK
General corporate forms[show]
Company
Conglomerate
Cooperative
Corporation
Holding company
Joint-stock
Partnership
General
Limited
Limited liability
Private limited
Sole proprietorship
Corporate forms
by jurisdiction[show]
European Union
Societas (SE)
Societas cooperativa (SCE)
Societas privata (SPE)
Societas unius personae (SUP)
Economic interest grouping (EEIG)
UK / Ireland / Commonwealth
Charitable incorporated organisation (CIO)
Community interest company (CIC)
Industrial and provident society (IPS)

Limited company (Ltd.)
by guarantee
by shares
proprietary
public
Unlimited company
United States
Benefit corporation
C corporation
Limited liability company (LLC)
Low-profit LLC
Series LLC
Limited liability limited partnership (LLLP)
S corporation
Delaware corporation / statutory trust
Massachusetts business trust
Nevada corporation
Others
Aktiebolag (AB)
Aktiengesellschaft (AG)
Ansvarlig selskap (ANS)
Aktieselskab (A/S)
Aksjeselskap (AS)
Gesellschaft mit beschränkter Haftung (GmbH)
Kabushiki gaisha (K.K.)
Naamloze vennootschap (N.V.)
Osakeyhtiö (Oy)
S.A.
Société à responsabilité limitée (SARL)
more...
Doctrines[show]
Business judgment rule
Corporate governance
De facto and estoppel corporations
Internal affairs doctrine
Limited liability
Piercing the corporate veil
Rochdale Principles
Ultra vires
Related areas[show]
Civil procedure
Contract
Corporate registers
Company portal
Law portal
v
t
e
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.[43]
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[edit]
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, CEO's 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.[44]
Codes and guidelines[edit]
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[edit]
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.[3] The Principles 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.[45] This internationally agreed[46] benchmark consists of more than fifty distinct disclosure items across five broad categories:[47]
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 are complementary to the G20/OECD Principles of Corporate Governance, providing guidance tailored to the corporate governance challenges unique to state-owned enterprises.
Stock exchange listing standards[edit]
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[edit]
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.[citation needed]
The World Business Council for Sustainable Development (WBCSD) has done work on corporate governance, particularly on Accounting and Reporting, and in 2004 released Issue Management Tool: Strategic challenges for business in the use of corporate responsibility codes, standards, and frameworks. This document offers general information and a perspective from a business association/think-tank on a few key codes, standards and frameworks relevant to the sustainability agenda.
In 2009, the International Finance Corporation and the UN Global Compact released a report, Corporate Governance - the Foundation for Corporate Citizenship and Sustainable Business, 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[48] 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[edit]
Early history[edit]
Further information: Economic history of the Dutch Republic, Financial history of the Dutch Republic, and Dutch East India Company
The modern practice of corporate governance has its roots in the 17th-century Dutch Republic.[49][50][51][52] The first recorded corporate governance dispute in history,[53] 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.[54]
United States of America[edit]
Robert E. Wright argues 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.[55] (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.[56] From the Chicago school of economics, Ronald Coase[57] introduced the notion of transaction costs into the understanding of why firms are founded and how they continue to behave.[58]
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[59] established the principal–agent problem as a way of understanding corporate governance: the firm is seen as a series of contracts.[60]
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.[61][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[62]
East Asia[edit]
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[edit]
In November 2006 the Capital Market Authority (Saudi Arabia) (CMA) issued a corporate governance code in the Arabic language.[63] 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).[64][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 stock return as a performance measure revealed a weak positive relationship between the efficiency of corporate governance structure and bank performance.[65]
List of countries by corporate governance[edit]
This is a list of countries by average overall rating in corporate governance:[66]
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[edit]
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.[67] 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.[68]
Responsibilities of the board of directors[edit]
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."[69] 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.[70]
The OECD Principles of Corporate Governance (2004) describe the responsibilities of the board; some of these are summarized below:[3]
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 the 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 interests of the company and its shareholders.
Ensure a formal and transparent board member nomination and election process.
Ensure the integrity of the corporations 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[edit]
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.[35]
’Absentee landlords’ vs. capital stewards[edit]
World Pensions Council (WPC) experts insist that “institutional asset owners now seem more eager to take to task [the] negligent CEOs” of the companies whose shares they own.[71]
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’.”[71]
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 [72]
United Kingdom[edit]
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.[73]
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.[73]
Control and ownership structures[edit]
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.[74] Ownership is typically defined as the ownership of cash flow rights whereas control refers to ownership of control or voting rights.[74] 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 are an essential feature of keiretsu and chaebol groups [4]. Corporate engagement with shareholders and other stakeholders can differ substantially across different control and ownership structures.
Family control[edit]
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 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, this superior performance amounts to 8% per year.[75] Forget the celebrity CEO. "Look beyond Six Sigma and the latest technology fad. One of the biggest strategic advantages a company can have is blood ties," according to a Business Week study[76][77]
Diffuse shareholders[edit]
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 pools of invested money (such as the mutual fund 'Vanguard 500', or the largest investment management firm for corporations, State Street Corp.) 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]
Mechanisms and controls[edit]
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.[78] 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.[58]
Internal corporate governance controls[edit]
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.[79] 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.[80]
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.[81]
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[edit]
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
Financial reporting and the independent auditor[edit]
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[edit]
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.[82]
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.[82]
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.[82]
Issues[edit]
Executive pay[edit]
Main article: Say on 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.[62][83] 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.[83]
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[84] and reported by James Blander and Charles Forelle of the Wall Street Journal.[83][85]
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 & Poors 500 companies surged to a $500 billion annual rate in late 2006 because of the effect of options. A compendium of academic works on the option/buyback issue is included in the study Scandal by author M. Gumport issued in 2006.
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[edit]
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 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.)"[86]
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.[87]
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 CEO's more frequently than when the CEO/Chair roles are combined.[88]
See also[edit]
Agency cost
Agency Theory
Basel II
Business ethics
Corporate crime
Corporate Law Economic Reform Program Act 2004
Corporate social entrepreneur
Corporate transparency
Corporation
Creative accounting
Earnings management
Financial audit
Fund governance
Golden parachute
Governance
Interest of the company
Internal Control
International Organization of Supreme Audit Institutions
King Report on Corporate Governance
Legal origins theory
Private benefits of control
Proxy firm
Risk management
Say on pay
Sociocracy
Stakeholder theory
References[edit]
Jump up ^ Shailer, Greg. An Introduction to Corporate Governance in Australia, Pearson Education Australia, Sydney, 2004
Jump up ^ The Corporate Governance of Iconic Executives, 87 Notre Dame Law Review 351 (2011), available at:http://ssrn.com/abstract=2040922
^ Jump up to: a b c d "OECD Principles of Corporate Governance, 2004". OECD. Retrieved 2013-05-18.
Jump up ^ Tricker, Adrian, Essentials for Board Directors: An A–Z Guide, Bloomberg Press, New York, 2009, ISBN 978-1-57660-354-3
Jump up ^ Lee, Janet & Shailer, Greg. The Effect of Board-Related Reforms on Investors Confidence. Australian Accounting Review, 18(45) 2008: 123-134.
Jump up ^ Goergen, Marc, International Corporate Governance, (Prentice Hall 2012) ISBN 978-0-273-75125-0
Jump up ^ Pay Without Performance – the Unfulfilled Promise of Executive Compensation by Lucian Bebchuk and Jesse Fried, Harvard University Press 2004, 15–17
Jump up ^ https://www.academia.edu/36211184/Deindustrialization_in_the_Granite_State_Part_2_Rising_Asset_Bubbles_Distort_the_Industrial_Base; see also https://www.npr.org/2017/02/06/513713606/glass-house-chronicles-the-sharp-decline-of-an-all-american-factory-town; see also https://hbr.org/2014/09/profits-without-prosperity.
Jump up ^ "The Financial Times Lexicon". The Financial Times. Retrieved 2011-07-20.
Jump up ^ Cadbury, Adrian, Report of the Committee on the Financial Aspects of Corporate Governance, Gee, London, December, 1992, p. 15
^ Jump up to: a b Daines, Robert, and Michael Klausner, 2008 "corporate law, economic analysis of," The New Palgrave Dictionary of Economics, 2nd Edition. Abstract.
Jump up ^ • Shleifer, Andrei, and Robert W. Vishny (1997). "A Survey of Corporate Governance," Journal of Finance, 52(2), pp, 737–783.
Jump up ^ • Oliver Hart (1989). "An Economist's Perspective on the Theory of the Firm," Columbia Law Review, 89(7), pp. 1757–1774.
Jump up ^ • Valentin Zelenyuk, and Vitaliy Zheka (2006). "Corporate Governance and Firm’s Efficiency: The Case of a Transitional Country, Ukraine," Journal of Productivity Analysis, 25(1), pp. 143-157, [1]
Jump up ^ Sifuna, Anazett Pacy (2012). "Disclose or Abstain: The Prohibition of Insider Trading on Trial". Journal of International Banking Law and Regulation. 27 (9).
Jump up ^ "Corporate Governance via GRC Glossary". GRC Glossary. Open Compliance and Ethics Group. 21 April 2010. Retrieved 26 March 2017.
Jump up ^ "Governance via GRC Glossary". GRC Glossary. Open Compliance and Ethics Group. 21 April 2010. Retrieved 26 March 2017.
Jump up ^ Luigi Zingales, 2008. "corporate governance," The New Palgrave Dictionary of Economics, 2nd Edition. Abstract.
Jump up ^ • Williamson, Oliver E. (2002). "The Theory of the Firm as Governance Structure: From Choice to Contract," Journal of Economic Perspectives, 16(3), pp. 178–87, 191–92. [Pp. 171–95.] Abstract.
• _____ (1996). The Mechanisms of Governance. Oxford University Press. Preview.
• Pagano, Marco, and Paolo F. Volpin (2005). "The Political Economy of Corporate Governance," American Economic Review, 95(4), pp. 1005–1030.
Jump up ^ • In the widely used (Journal of Economic Literature) JEL classification codes under JEL: G, Financial economics, Corporate Finance and Governance are paired at JEL: G3.
• Williamson, Oliver E. (1988). "Corporate Finance and Corporate Governance," Journal of Finance, 43(3), pp. 567–591. Archived June 17, 2013, at the Wayback Machine.
• Schmidt, Reinhard, and H. Marcel Tyrell (1997). Financial Systems, Corporate Finance and Corporate Governance," European Financial Management, 3(3), pp. 333–361. Abstract.
• Tirole, Jean (1999).The Theory of Corporate Finance", Princeton. Description and scrollable preview.
Jump up ^ "OECD Principles of Corporate Governance, 2004, Articles II and III" (PDF). OECD. Retrieved 2011-07-24.
Jump up ^ Cadbury, Adrian, Report of the Committee on the Financial service Aspects of Corporate Governance, Gee, London, December, 1992, Sections 3.4
Jump up ^ Sarbanes-Oxley Act of 2002, US Congress, Title VIII
Jump up ^ "OECD Principles of Corporate Governance, 2004, Preamble and Article IV" (PDF). OECD. Retrieved 2011-07-24.
Jump up ^ "OECD Principles of Corporate Governance, 2004, Article VI" (PDF). OECD. Retrieved 2011-07-24.
Jump up ^ Cadbury, Adrian, Report of the Committee on the Financial Aspects of Corporate Governance, Gee, London, December, 1992, Section 3.4
Jump up ^ Cadbury, Adrian, Report of the Committee on the Financial Aspects of Corporate Governance, Gee, London, December, 1992, Sections 3.2, 3.3, 4.33, 4.51 and 7.4
Jump up ^ Sarbanes-Oxley Act of 2002, US Congress, Title I, 101(c)(1), Title VIII, and Title IX, 406
Jump up ^ "OECD Principals of Corporate Governance, 2004, Articles I and V" (PDF). OECD. Retrieved 2011-07-24.
Jump up ^ Cadbury, Adrian, Report of the Committee on the Financial Aspects of Corporate Governance, Gee, London, December, 1992, Section 3.2
Jump up ^ [Sytse Douma] & [Hein Schreuder] (2013) Economic Approaches to Organizations, 5th edition, chapter 15, London: Pearson
Jump up ^ Tricker, Bob, Essentials for Board Directors: An A–Z Guide, Second Edition, Bloomberg Press, New York, 2009, ISBN 978-1-57660-354-3
Jump up ^ Hopt, Klaus J., "The German Two-Tier Board (Aufsichtsrat), A German View on Corporate Governance" in Hopt, Klaus J. and Wymeersch, Eddy (eds), Comparative Corporate Governance: Essays and Materials, de Gruyter, Berlin & New York, ISBN 3-11-015765-9
Jump up ^ "Report of the SEBI Committee on Corporate Governance, February 2003" (PDF). Securities and Exchange Board of India Committee on Corporate Governance. Archived from the original (PDF) on 2011-09-28. Retrieved 2011-07-20.
^ Jump up to: a b Mia Mahmudur Rahim; Sanjaya Kuruppu (2016). "Corporate Governance in India: The Potential for Ghandism". In Franklin, Ngwu; Onyeka, Osuji; Frank, Stephen. Corporate Governance in Developing and Emerging Markets. London: Routledge.
Jump up ^ Cadbury, Adrian, Report of the Committee on the Financial Aspects of Corporate Governance, Gee, London, December, 1992
Jump up ^ Mallin, Christine A., "Corporate Governance Developments in the UK" in Mallin, Christine A (ed), Handbook on International Corporate Governance: Country Analyses, Second Edition, Edward Elgar Publishing, 2011, ISBN 978-1-84980-123-2
Jump up ^ Bowen, William G, The Board Book: An Insider's Guide for Directors and Trustees, W.W. Norton & Company, New York & London, 2008, ISBN 978-0-393-06645-6
Jump up ^ http://www.russellreynolds.com/newsroom/splitting-the-ceo-and-chairman-roles-yes-or-no
^ Jump up to: a b c Bebchuck LA. (2004).The Case for Increasing Shareholder Power.Harvard Law Review.
Jump up ^ http://hbswk.hbs.edu/item/materiality-in-corporate-governance-the-statement-of-significant-audiences-and-materiality; https://next.ft.com/content/7bd1b20a-879b-11e5-90de-f44762bf9896
Jump up ^ Rojas, Claudio. "Eclipse of the Public Corporation Revisited: Concentrated Equity Ownership Theory". The University of Oxford. Retrieved June 27, 2017.
Jump up ^ DOJ Website – Foreign Corrupt Practices Act Guidance – May 2013
Jump up ^ Text of the Sarbanes-Oxley Act of 2002
Jump up ^ Guidance on Good Practices in Corporate Governance Disclosure.
Jump up ^ TD/B/COM.2/ISAR/31
Jump up ^ "International Standards of Accounting and Reporting, Corporate Governance Disclosure". United Nations Conference on Trade and Development. Archived from the original on 2008-11-23. Retrieved 2008-11-09.
Jump up ^ The Disney Decision of 2005 and the precedent it sets for corporate governance and fiduciary responsibility, Kuckreja, Akin Gump, Aug 2005 Archived 2007-06-15 at the Wayback Machine.
Jump up ^ Frentrop, Paul: A History of Corporate Governance, 1602–2002. (Brussels: Deminor, 2003, ISBN 9090170677)
Jump up ^ De Jong, Abe; Gelderblom, Oscar; Jonker, Joost (2010). “An Admiralty for Asia: Isaac le Maire and Conflicting Conceptions About the Corporate Governance of the VOC”. (Working Paper Erasmus Research Institute of Management)
Jump up ^ Gelderblom, Oscar; De Jong, Abe; Jonker, Joost (2010). Putting Le Maire into Perspective: Business Organization and the Evolution of Corporate Governance in the Dutch Republic, 1590–1610, in J. Koppell, ed., Origins of Shareholder Advocacy. (New York: Palgrave Macmillian)
Jump up ^ Lukomnik, Jon: Thoughts on the Origins and Development of the Modern Corporate Governance Movement and Shareholder Activism (chapter 22, p. 450–460), in The Handbook of Board Governance: A Comprehensive Guide for Public, Private and Not – for – Profit Board Members, edited by Richard Leblanc (John Wiley & Sons, Inc., 2016)
Jump up ^ Mueller, Dennis C. (ed.): The Oxford Handbook of Capitalism. (Oxford University Press, 2012, ISBN 0195391179), p. 333
Jump up ^ Funnell, Warwick; Robertson, Jeffrey: Accounting by the First Public Company: The Pursuit of Supremacy. (Routledge, 2013, ISBN 0415716179)
Jump up ^ Robert E. Wright, Corporation Nation (Philadelphia: University of Pennsylvania Press, 2014).
Jump up ^ Berle and Means' The Modern Corporation and Private Property, (1932, Macmillan)
Jump up ^ Ronald Coase, The Nature of the Firm (1937)
^ Jump up to: a b Sytse Douma & Hein Schreuder (2013) "Economic Approaches to Organizations", 5th edition, London: Pearson [2]
Jump up ^ Eugene Fama and Michael Jensen The Separation of Ownership and Control, (1983, Journal of Law and Economics)
Jump up ^ See also the 1989 article by Kathleen Eisenhardt: "Agency theory: an assessment and review", Academy of Management Review)
Jump up ^ Crawford, Curtis J. (2007). The Reform of Corporate Governance: Major Trends in the U.S. Corporate Boardroom, 1977–1997. doctoral dissertation, Capella University. "Archived copy". Archived from the original on 2016-05-17. Retrieved 2011-09-21.
^ Jump up to: a b Steven N. Kaplan, Executive Compensation and Corporate Governance in the U.S.: Perceptions, Facts and Challenges, Chicago Booth Paper No. 12-42, Fama-Miller Center for Research in Finance, Chicago, July 2012
Jump up ^ Al-Hussain, A. (2009). Corporate governance structure efficiency and bank performance in Saudi Arabia (Order No. 3357430). from http://search.proquest.com/docview/305122134
Jump up ^ Robertson, C.; Diyab, A.; Al-Kahtani, A. (2013). "A cross-national analysis of perceptions of corporate governance principles" (PDF). International Business Review. 22 (1): 315–325. doi:10.1016/j.ibusrev.2012.04.007.
Jump up ^ Al-Hussain, A. H., & Johnson, R. L. (2009). Relationship between corporate governance efficiency and Saudi banks’ performance. The Business Review, 14, 111–117. Retrieved from http://www.jaabc.com/brcv14n1preview.html
Jump up ^ GMI Ratings (formerly, GovernanceMetrics International) — Country Rankings as of September 27, 2010
Jump up ^ Dent, George W., Corporate Governance Without Shareholders: A Cautionary Lesson from Non-Profit Organizations (2014). Delaware Journal of Corporate Law (DJCL), Vol. 39, No. 1, 2014; Case Legal Studies Research Paper No. 2014-34. Available at SSRN
Jump up ^ "Why Nonprofits Have a Board Problem - HBS Working Knowledge - Harvard Business School". Harvard Business School. Retrieved 2016-08-08.
Jump up ^ Harvard Business Review, HBR (2000). HBR on Corporate Governance. Harvard Business School Press. ISBN 1-57851-237-9.
Jump up ^ Charan, Ram (2005). Boards that Deliver. Jossey-Bass. ISBN 0-7879-7139-1.
^ Jump up to: a b Firzli, M. Nicolas J. (October 2016). "Beyond SDGs: Can Fiduciary Capitalism and Bolder, Better Boards Jumpstart Economic Growth?". Analyse Financière. Retrieved 1 November 2016.
Jump up ^ Firzli, Nicolas (3 April 2018). "Greening, Governance and Growth in the Age of Popular Empowerment". FT Pensions Experts. Financial Times. Retrieved 27 April 2018.
^ Jump up to: a b Farrand, Louise (November 2016). "Investing in Change" (PDF). Pensions Age. Retrieved 2 April 2017.
^ Jump up to: a b Goergen, Marc, International Corporate Governance, Prentice Hall, Harlow, January, 2012, Chapter 3, ISBN 978-0-273-75125-0
Jump up ^ Error 404 Archived 2008-11-11 at the Wayback Machine.
Jump up ^ Bloomberg Business Archived July 24, 2008, at the Wayback Machine.
Jump up ^ Programme Management: Managing Multiple Projects Successfully By Prashant Mittal,
Jump up ^ Sytse Douma & Hein Schreuder (2013) "Economic Approaches to Organizations", 5th edition, chapter 15, London: Pearson [3]
Jump up ^ Bhagat & Black, "The Uncertain Relationship Between Board Composition and Firm Performance", 54 Business Lawyer
Jump up ^ Goergen, Marc, International Corporate Governance, Prentice Hall, Harlow, January, 2012, pp. 104–105, ISBN 978-0-273-75125-0
Jump up ^ Lin, Tom C. W., The Corporate Governance of Iconic Executives (2011). 87 Notre Dame Law Review 351 (2011). Available at SSRN: http://ssrn.com/abstract=2040922
^ Jump up to: a b c Current Trends in Management 6.9
^ Jump up to: a b c Current Trends in Management
Jump up ^ Heron, Randall A. (2007). "Does backdating explain the stock price pattern around executive stock option grants?". Journal of Financial Economics. 83 (2): 271–295. doi:10.1016/j.jfineco.2005.12.003.
Jump up ^ As Companies Probe Backdating, More Top Officials Take a Fall |Charles Forelle and James Bandler| October 12, 2006| wsj.com
Jump up ^ Berkshire Hathaway Shareholder Letters-Warren Buffett-2014
Jump up ^ NYT – Jeffrey Sonnenfeld – The Jamie Dimon Witch Hunt – May 8, 2013
Jump up ^ University of Cambridge-Magdalena Smith – Should the USA follow the UK's lead and split the dual CEO/Chairperson role?
Further reading[edit]
Arcot, Sridhar, Bruno, Valentina and Antoine Faure-Grimaud, "Corporate Governance in the U.K.: is the comply-or-explain working?" (December 2005). FMG CG Working Paper 001.
Becht, Marco, Patrick Bolton, Ailsa Röell, "Corporate Governance and Control" (October 2002; updated August 2004). ECGI - Finance Working Paper No. 02/2002.
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 [5]
Cadbury, Sir Adrian, "Corporate Governance: Brussels", Instituut voor Bestuurders, Brussels, 1996.
Claessens, Stijn, Djankov, Simeon & Lang, Larry H.P. (2000) The Separation of Ownership and Control in East Asian Corporations, Journal of Financial Economics, 58: 81-112
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 0-9769019-1-9 ISBN 978-0-9769019-1-4
Denis, D.K.; McConnell, J.J. (2003). "International Corporate Governance". Journal of Financial and Quantitative Analysis. 38 (1): 1–36. doi:10.2307/4126762.
Dignam, A and Lowry, J (2006) 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 [6] ISBN 0273735292 • 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 and Williams, Karel (2004) Corporate Governance and Disappointment Review of International Political Economy, 11 (4): 677-713.
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 (2006). "Investor Suffrage Movement" (PDF). Financial Analysits Journal. 62 (6): 15–20. doi:10.2469/faj.v62.n6.4349. Archived from the original (PDF) on 2007-01-04.
Hovey, M.; Naughton, T. (2007). "A Survey of Enterprise Reforms in China: The Way Forward". 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, R.; Lopez-De-Silanes, F.; Shleifer, A. (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 [7][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., "Critical Analysis of Accounting Standards Vis-À-Vis Corporate Governance Practice in India" (January 2007). Available at SSRN: http://ssrn.com/abstract=712461
Ulrich Seibert (1999), Control and Transparency in Business (KonTraG) Corporate Governance Reform in Germany. European Business Law Review 70
Shleifer, A.; Vishny, R.W. (1997). "A Survey of Corporate Governance". Journal of Finance. 52 (2): 737–783. doi:10.1111/j.1540-6261.1997.tb04820.x.
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, V.; Zheka, V. (2006). "Corporate Governance and Firm's Efficiency: The Case of a Transitional Country, Ukraine". Journal of Productivity Analysis, Springer. 25 (1): 143–157. doi:10.1007/s11123-006-7136-8.
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[edit]
Wikiquote has quotations related to: Corporate governance
OECD Corporate Governance Portal
WorldBank/IFC Corporate Governance Portal
World Bank Corporate Governance Reports
hide
v
t
e
Corporate titles
Chief officers
Administrative
Analytics
Audit
Brand
Business
Channel
Commercial
Communications
Compliance
Content
Creative
Data
Design
Digital
Diversity
Executive
Experience
Financial
Human resources
Information
Information security
Innovation
Investment
Knowledge
Learning
Legal
Marketing
Medical
Networking
Operating
Privacy
Procurement
Product
Research
Restructuring
Revenue
Risk
Science
Security
Strategy
Sustainability
Technology
Visionary
Web
Senior executives
Chairman
Creative director
Development director
General counsel
Executive director
Non-executive director
President
Vice president
Mid-level executives
Manager
General manager
Related topics
Board of directors
Corporate governance
Executive compensation
Senior management
Supervisory board
Talent management
Authority control
LCCN: sh88007569
Retrieved from "https://en.wikipedia.org/w/index.php?title=Corporate_governance&oldid=849219811"
Categories:
Corporate governance
Corporate law
Management
Information governance
Records management
Hidden categories:
Webarchive template wayback links
All articles with unsourced statements
Articles with unsourced statements from June 2012
All Wikipedia articles needing clarification
Wikipedia articles needing clarification from October 2012
Articles with unsourced statements from June 2017
Wikipedia articles needing factual verification from April 2016
All articles with dead external links
Articles with dead external links from December 2016
Articles with permanently dead external links
Wikipedia articles with LCCN identifiers
Navigation menu
Personal tools
Not logged in
Talk
Contributions
Create account
Log in
Namespaces
Article
Talk
Variants
Views
Read
Edit
View history
More
Search
Navigation
Main page
Contents
Featured content
Current events
Random article
Donate to Wikipedia
Wikipedia store
Interaction
Help
About Wikipedia
Community portal
Recent changes
Contact page
Tools
What links here
Related changes
Upload file
Special pages
Permanent link
Page information
Wikidata item
Cite this page
Print/export
Create a book
Download as PDF
Printable version
In other projects
Wikimedia Commons
Wikiquote
Languages
العربية
Azərbaycanca
Čeština
Dansk
Deutsch
Español
فارسی
Français
한국어
Հայերեն
हिन्दी
Bahasa Indonesia
Italiano
עברית
ಕನ್ನಡ
Lietuvių
Bahasa Melayu
Nederlands
日本語
Norsk
Polski
Português
Română
Русский
සිංහල
Simple English
Suomi
Svenska
தமிழ்
తెలుగు
Türkçe
Українська
Tiếng Việt
中文
25 more
Edit links
This page was last edited on 7 July 2018, at 11:42 (UTC).
Text is available under the Creative Commons Attribution-ShareAlike License; additional terms may apply. By using this site, you agree to the Terms of Use and Privacy Policy. Wikipedia® is a registered trademark of the Wikimedia Foundation, Inc., a non-profit organization.
Privacy policy
About Wikipedia
Disclaimers
Contact Wikipedia
Developers
Cookie statement
Mobile view
Enable previews

key: html

type: local

value: div

attrs: id class

values: mw-page-base noprint

values: mw-head-base noprint

value: a

attrs: id class lang

values: firstHeading firstHeading en

values: siteSub noprint

attrs: class href

values: mw-jump-link #mw-head

values: mw-jump-link #p-search

attrs: href title

attrs: class style

value: li

values:
/wiki/Private_governance
mw-redirect
Private governance

values:
/wiki/Local_governance
mw-redirect
Local governance

values:
/wiki/Political_party_governance
mw-redirect
Political party governance

values: Governance, risk management, and compliance

values: Environmental, social and corporate governance

values: padding:0.3em 0.4em 0.3em;font-weight:bold;border-top: 1px solid #aaa; border-bottom: 1px solid #aaa;

values: font-size:105%;background:transparent;text-align:left;background: #eef; text-align: center;

values: font-size: 105%; padding: 0.2em 0px 0.4em; text-align: center; display: none;

values:
/wiki/Legal_personality
mw-redirect
Legal personality

values:
/wiki/Insolvency_law
mw-redirect
Insolvency law

values:
/wiki/Insider_dealing
mw-redirect
Insider dealing

values:
/wiki/Process_management
mw-redirect
Process management

values:
/wiki/Product_life-cycle_management
mw-redirect
Product life-cycle management

values:
/wiki/Corporate_scandals
mw-redirect
Corporate scandals

values:
/wiki/Sarbanes-Oxley_Act
mw-redirect
Sarbanes-Oxley Act

values:
/wiki/U.S._federal_law
mw-redirect
U.S. federal law

values:
/wiki/Executive_(management)
mw-redirect
Executive (management)

values:
/wiki/Corporate_accountability
mw-redirect
Corporate accountability

values: Organisation for Economic Co-operation and Development

values: Edit section: Continental Europe (Two-tier board system)

values: Edit section: United States, United Kingdom

values:
/wiki/Corporate_charter
mw-redirect
Corporate charter

values: width: 20px; vertical-align: top; border: none; color: #B2B7F2; font-size: 40px; font-family: 'Times New Roman', Times, serif; font-weight: bold; line-height: .6em; text-align: left; padding: 10px 10px;

values: vertical-align: top; border: none; padding: 4px 10px;

values: width: 20px; vertical-align: bottom; border: none; color: #B2B7F2; font-size: 40px; font-family: 'Times New Roman', Times, serif; font-weight: bold; line-height: .6em; text-align: right; padding: 10px 10px;

values: margin:auto; border-collapse: collapse; border: none; background-color: transparent; width: auto;

attrs: alt src width height srcset data-file-width data-file-height

values: font-size:105%;background:transparent;text-align:left;text-align:center; background:lavender; line-height:130%; padding:0.3em 0em;

values: padding:0 0.1em 0.4em;border-bottom:#ccc 1px solid

values:
/wiki/Types_of_business_entity
mw-redirect
Types of business entity

values: float:right;clear:right;width:22.0em;margin:0 0 1.0em 1.0em;background:#f9f9f9;border:1px solid #aaa;padding:0.2em;border-spacing:0.4em 0;text-align:center;line-height:1.4em;font-size:88%;border-collapse:collapse; border-spacing:0px; border:none; width:100%; margin:0px; font-size:100%; clear:none; float:none

values: De facto corporation and corporation by estoppel

values: This claim needs references to reliable sources. (June 2012)

values:
noprint Inline-Template Template-Fact
white-space:nowrap;

values: Public Company Accounting Oversight Board

values:
/wiki/Chief_Executive_Officer
mw-redirect
Chief Executive Officer

values:
/wiki/Chief_Financial_Officer
mw-redirect
Chief Financial Officer

values: Edit section: Organisation for Economic Co-operation and Development principles

values: Edit section: Stock exchange listing standards

values: World Business Council for Sustainable Development

values:
/wiki/Adolf_Augustus_Berle
mw-redirect
Adolf Augustus Berle

values:
/wiki/Gardiner_C._Means
mw-redirect
Gardiner C. Means

values:
/wiki/Managerial_class
mw-redirect
Managerial class

values:
/wiki/Alfred_D._Chandler,_Jr.
mw-redirect
Alfred D. Chandler, Jr.

values: This information is too vague. (October 2012)

values:
/wiki/East_Asian_Financial_Crisis
mw-redirect
East Asian Financial Crisis

values: This claim needs references to reliable sources. (June 2017)

values:
/wiki/Arabic_language
mw-redirect
Arabic language

values: Quotation needed from source to verify. (April 2016)

values: Edit section: List of countries by corporate governance

values:
headerSort
0
columnheader button
Sort ascending

values: Edit section: Responsibilities of the board of directors

values: Financial performance (page does not exist)

values: Edit section: ’Absentee landlords’ vs. capital stewards

values:
/wiki/Absentee_landlords
mw-redirect
Absentee landlords

values:
/wiki/Great_recession
mw-redirect
Great recession

values:
/wiki/Corporate_board
mw-redirect
Corporate board

values: Edit section: Control and ownership structures

values:
/wiki/Vanguard_500
mw-redirect
Vanguard 500

values:
/wiki/State_Street_Corp.
mw-redirect
State Street Corp.

values:
/wiki/Business_group
mw-redirect
Business group

values: Incentive alignment (page does not exist)

values: Edit section: Internal corporate governance controls

values:
/wiki/Share_option
mw-redirect
Share option

values: Edit section: External corporate governance controls

values:
/wiki/Financial_statements
mw-redirect
Financial statements

values: Edit section: Financial reporting and the independent auditor

values:
/wiki/Financial_report
mw-redirect
Financial report

values: Generally accepted accounting principles

values: Swiss referendum "against corporate Rip-offs" of 2013

values:
nofollow
external text
http://ssrn.com/abstract=927111

values:
nofollow
external text
http://ssrn.com/author=665434

values: Edit section: Separation of Chief Executive Officer and Chairman of the Board roles

values:
/wiki/Agency_Theory
mw-redirect
Agency Theory

values: Corporate Law Economic Reform Program Act 2004

values:
/wiki/Corporate_social_entrepreneur
mw-redirect
Corporate social entrepreneur

values:
/wiki/Internal_Control
mw-redirect
Internal Control

values:
nofollow
external free
http://ssrn.com/abstract=2040922

values:
/wiki/The_Financial_Times
mw-redirect
The Financial Times

values: The New Palgrave Dictionary of Economics

values: United Nations Conference on Trade and Development

values: The Modern Corporation and Private Property

values:
/wiki/Kathleen_Eisenhardt
mw-redirect
Kathleen Eisenhardt

values: International Business Review (page does not exist)

values:
nofollow
external text
//doi.org/10.1016/j.ibusrev.2012.04.007

values:
/wiki/The_Business_Review
mw-redirect
The Business Review

values:
nofollow
external text
http://ssrn.com/abstract=2481646

values:
nofollow
external text
https://perma.cc/2YHV-KXNR

values:
nofollow
external text
//doi.org/10.1016/j.jfineco.2005.12.003

values:
nofollow
external text
http://www.pulitzer.org/archives/7193

values: -moz-column-width: 30em; -webkit-column-width: 30em; column-width: 30em; list-style-type: decimal;

values:
nofollow
external text
http://ssrn.com/abstract=343461

values:
/wiki/Sir_Adrian_Cadbury
mw-redirect
Sir Adrian Cadbury

values: The Financial Aspects of Corporate Governance

values:
nofollow
external autonumber
http://www.ecgi.org/codes

values:
/wiki/Stijn_claessens
mw-redirect
Stijn claessens

values:
nofollow
external text
//doi.org/10.2307/4126762

values:
/wiki/Frank_Easterbrook
mw-redirect
Frank Easterbrook

values:
nofollow
external text
//doi.org/10.2469/faj.v62.n6.4349

values:
nofollow
external text
//doi.org/10.1016/j.ecosys.2006.09.001

values:
nofollow
external text
https://www.amazon.com/dp/B0013L4DZI

values:
nofollow
external free
http://ssrn.com/abstract=712461

values:
/wiki/Journal_of_Finance
mw-redirect
Journal of Finance

values:
nofollow
external text
http://www.ifc.org/corporategovernance

values:
/wiki/Chief_legal_officer
mw-redirect
Chief legal officer

values:
/wiki/Chief_medical_officer
mw-redirect
Chief medical officer

values:
/wiki/Chief_science_officer
mw-redirect
Chief science officer

values: nowraplinks collapsible autocollapse navbox-inner mw-collapsible mw-made-collapsible

values: Category:Webarchive template wayback links

values: Category:All articles with unsourced statements

values: Category:Articles with unsourced statements from June 2012

values: Category:All Wikipedia articles needing clarification

values: Category:Wikipedia articles needing clarification from October 2012

values: Category:Articles with unsourced statements from June 2017

values: Category:Wikipedia articles needing factual verification from April 2016

values: Category:All articles with dead external links

values: Category:Articles with dead external links from December 2016

values: Category:Articles with permanently dead external links

values: Category:Wikipedia articles with LCCN identifiers

values: Discussion about edits from this IP address [ctrl-alt-n]

values: A list of edits made from this IP address [ctrl-alt-y]

values: You are encouraged to create an account and log in; however, it is not mandatory

values: You're encouraged to log in; however, it's not mandatory. [ctrl-alt-o]

values:
/wiki/Corporate_governance
View the content page [ctrl-alt-c]
c

values: Past revisions of this page [ctrl-alt-h]

values: p-views navigation vectorTabs p-views-label

values: A list of recent changes in the wiki [ctrl-alt-r]

values: portal navigation p-interaction p-interaction-label

values: List of all English Wikipedia pages containing links to this page [ctrl-alt-j]

values: Recent changes in pages linked from this page [ctrl-alt-k]

values:
/wiki/Wikipedia:File_Upload_Wizard
Upload files [ctrl-alt-u]
u

values: A list of all special pages [ctrl-alt-q]

values: Permanent link to this revision of the page

values: Link to connected data repository item [ctrl-alt-g]

values: Printable version of this page [ctrl-alt-p]

values: portal navigation p-wikibase-otherprojects p-wikibase-otherprojects-label

values: حوكمة الشركات – Arabic

values:
interlanguage-link interwiki-az
display: none;

values:
interlanguage-link interwiki-cs
display: none;

values:
interlanguage-link interwiki-da
display: none;

values:
interlanguage-link interwiki-de
display: none;

values: راهبری شرکتی – Persian

values:
interlanguage-link interwiki-fa
display: none;

values: 기업지배구조 – Korean

values:
interlanguage-link interwiki-ko
display: none;

values: Կորպորատիվ կառավարում – Armenian

values:
interlanguage-link interwiki-hy
display: none;

values: नैगम शासन – Hindi

values:
interlanguage-link interwiki-it
display: none;

values: ממשל תאגידי – Hebrew

values:
interlanguage-link interwiki-he
display: none;

values: ಸಾಂಸ್ಥಿಕ ಆಡಳಿತ – Kannada

values:
interlanguage-link interwiki-kn
display: none;

values:
interlanguage-link interwiki-lt
display: none;

values:
interlanguage-link interwiki-nl
display: none;

values: コーポレート・ガバナンス – Japanese

values:
interlanguage-link interwiki-ja
display: none;

values: Prinsipper for eierstyring og selskapsledelse – Norwegian

values:
interlanguage-link interwiki-no
display: none;

values:
interlanguage-link interwiki-pl
display: none;

values:
interlanguage-link interwiki-ro
display: none;

values: Корпоративное управление – Russian

values: ආයතනික පාලනය – Sinhala

values:
interlanguage-link interwiki-si
display: none;

values:
interlanguage-link interwiki-simple
display: none;

values:
interlanguage-link interwiki-fi
display: none;

values:
interlanguage-link interwiki-sv
display: none;

values: கூட்டக நிறுவன ஆளுகை – Tamil

values:
interlanguage-link interwiki-ta
display: none;

values: కార్పొరేట్ పాలన – Telugu

values:
interlanguage-link interwiki-te
display: none;

values:
interlanguage-link interwiki-tr
display: none;

values: Корпоративне управління – Ukrainian

values:
interlanguage-link interwiki-uk
display: none;

values:
interlanguage-link interwiki-vi
display: none;

values: All languages (initial selection from common choices by you and others)

values:
suggestions
display: none; font-size: 13px;

values: mediawiki ltr sitedir-ltr mw-hide-empty-elt ns-0 ns-subject page-Corporate_governance rootpage-Corporate_governance skin-vector action-view