The thesis of this book argues that national corporate governance is extremely important for societies. Recently many scholars have said that a convergence of corporate governance is inevitable. We believe that it is true but like Mark Twain said “the reports of my death are greatly exaggerated.” We show that although there is some convergence, national law of corporate governance is thriving. We also believe that it is necessary for the identity of each country. The reason that national diversity in corporate governance is still widespread is because of the history, philosophy and economy of each county as shown in its cultural heritage, and which it gives its identity. The cultural heritage in each state is identifiable in the company law and corporate governance codes. We consider that this is crucial for the well being of democratic nations. Convergence in corporate governance is a threat to ordered commercial regulations because of the power of the preeminent economic paradigm in the West which is the neo-liberal model. The neo-liberal agenda that predicates deregulation, privatisation and the liberalisation of markets is moulding many jurisdictions into an Anglo- American model of corporate governance which is dangerous for a number of reasons: Continue Reading →
Tag Archives | Corporate Governance
The Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School is now accepting nominations for the annual Rising Star of Corporate Governance Awards. I’ve nominate several but only one made the cut. Competition is getting tougher every year as interest in corporate governance increases. Continue Reading →
The Investor Responsibility Research Center Institute (IRRCi) deadline approaches for its third annual competition for research that examines the interaction of the real economy with investment theory. Two papers – one academic and one practitioner – each will receive the 2014 IRRC Institute Research Award along with a $10,000 award. Continue Reading →
The Rock Center for Corporate Governance and the NACD Northern California Chapter hosted a conversation between Professor Joe Grundfest and dragon slayer Anne Simpson, Director of Corporate Governance at CalPERS, about how Apple and CalPERS ended up on the same side in a shareholder activism showdown. Continue Reading →
This video uses a bicycle ride (perhaps a marathon?) to point out key milestones in UK corporate governance in recent years. I’d love to see something similar for the US but American’s should be able to relate to the UK experience. For more information download the FTSE 350 Corporate Governance Review 2013. Continue Reading →
Corporation Nation (Haney Foundation Series) by Robert E. Wright delves into the history of the corporation, particularly in pre-Civil War United States (the antebellum period). Like the earlier reviewed Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850, Corporation Nation addresses central issues such as agency theory, democracy and public interest through the lens of history.
Despite protests that corporations were potentially corrupting, U.S. state governments early on combined to charter more corporations per capita than any other nation—including Britain—effectively making the United States a “corporation nation.” Robert E. Wright traces the shift in corporate governance from relatively self-governing business republics to the much more regulated entities we are familiar with today. Continue Reading →
- 60% of recent university graduates have been women, 50% of those graduating with advanced degrees in law and medicine, 1/3 of those with MBAs.
- There will be labor and skill shortages in all developed countries over the next two decades as baby-boomers retire.
- Women make 89% of the consumer purchasing decisions.
- Companies with more women in top management positions are more successful.
- Women are less greedy, less likely to engage in theft, fraud and corruption, protecting their organizations from failure and poor reputation.
- Organizations retaining and advancing qualified women have an advantage in the war for talent. Continue Reading →
Dr. Richard Leblanc created this week’s video to discuss his board assessment tool that addresses a key deficiency in corporate governance: namely the review of board and individual director performance. Surveys show that many or most boards of directors self-review their own performance, and possibly the performance of individual directors, or do not do so at all. Management often unduly influences and facilitates internal board reviews, setting and managing questions and data, and Continue Reading →
CalPERS is still recruiting to fill its vacant General Counsel position. This is an exciting opportunity for a visionary in the legal profession to play a key role in a preeminent public pension fund. Under the direction of the Chief Executive Officer, the General Counsel supports CalPERS in the management of a global portfolio of more than $270 billion, as well as complex financial and actuarial functions. The position is based in Sacramento, California. Continue Reading →
One way to use Sharegate is to announce your proxy votes. Far too many retail shareowners just trash their proxies instead of using them. A common misconception is that shareowners should take the Wall Street Walk and sell if they are displeased with any aspect of a company they own. That is like saying you should pack up and move out of the neighborhood if you think there should be a stop sign at the end of the block. Continue Reading →
Should boards reexamine stock buybacks? That was the subject addressed by a distinguished panel during a recent SVDX program hosted at Stanford’s Rock Center for Corporate Governance. What follows is the SVDX meeting pitch, with issues and brief bios, followed by a few of my observations at the event. Watch the video wrap-up (below) from WMS media Inc.
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Carl Icahn has long championed the interests of shareholders. Yet even many who had watched him for years were surprised by the vehemence of his Wall Street Journal Op-ed after withdrawing from the shareholder vote on Dell’s leveraged buyout. Continue Reading →
The deadline for submitting comments on the SEC’s proposed pay ratio disclosure is coming up quickly on December 2, 2013. SEC general comment instructions. Submit Comments on S7-07-13 Pay Ratio Disclosure. Get your comments in soon, before Thanksgiving. Another advantage to earlier submittal is that those who wait for the deadline are likely to borrow from previous submission. The earlier you submit, the more likely you are to influence others. For example, I am impressed by comments from the following: Continue Reading →
Without the founding entrepreneur steering the ship, ESOP companies’ corporate governance is of paramount importance. In this webinar, you will learn: the roles of trustees, directors and officers, how corporate governance affects value, and best practices for corporate governance in ESOP companies. Continue Reading →
Publisher’s Note: Yes, you’ll find many broken links in the material referenced below. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared. More about the WABAC machine.
Five Years Ago in Corporate Governance
- The Treasury is injecting $125 billion into nine big banks and making a like amount available for other banks that apply. Those financial giants owed their executives more than $40 billion for past years’ pay and pensions as of the end of 2007, a Wall Street Journal analysis shows. (Banks Owe Billions to Executives, 10/31/08) How much of our $250 billion bailout will go to pay for special executive pensions and deferred compensation, including bonuses? Will our disgust with those who brought us the financial melt-down lead to an upsurge in mutual banks and credit unions?
- Jackie Cook, the founder of Fund Votes, told SocialFunds.com, “Executive compensation is at the heart of a growing problem Continue Reading →
GMI has enhanced their Accounting & Governance Risk (AGR®) ratings product. As I have indicated elsewhere, products like this one and GMI’s Forensic Alpha Model (FAM™)do a great deal in advancing corporate governance. See my September 26, 2013 post and FAMulous Basis for Achieving Alpha. Continue Reading →
In 2012 Cambridge University launched a Masters degree in Corporate Law (the MCL), which offers students the opportunity to engage in detailed study of the legal and regulatory framework within which companies are governed and financed.
The MCL, a full-time nine-month program, is taught by the Cambridge Law Faculty’s team of corporate lawyers, widely recognized as one of the strongest in the corporate law field. The MCL, the first entirely new degree in Law to be established by Cambridge University since the nineteenth century, has been designed to combine Continue Reading →
I have a ‘no-action’ request by Apple on my desk. They are fighting my attempt to include consideration of a proxy access proposal at their next annual meeting. Like most no-action requests to the SEC, this one is full of dry uninspired attempts to raise procedural minutiae as a basis for exclusion. Also sitting on my desk is the latest issue of Directors&Boards with the following sentence in huge type on the cover: Should You Serve on an Activist’s Slate?”
That looks a lot more interesting. Apple can wait. Won’t it be nice, I think, when boards welcome proxy access, the new ideas and candidates that are likely to follow? Let’s see what they have to say at Directors&Boards. Continue Reading →
Mr. Norton previously served as corporate secretary of The New Economy Fund and SMALLCAP World Fund, Inc., two of Capital’s retail mutual funds, as well as American Funds Insurance Series, which serves Continue Reading →
First time entrepreneurs often need to learn to better manage their boards. They rarely understand what boards expect of them or what they should expect from their board. The appropriate role of a board changes as a company matures. Entrepreneurs face inherent conflict of interests between their roles as shareholders, managers and their role as board members. Continue Reading →
This unique “must have” two volume set traces the development of corporate governance thought around the core issue of the separation of ownership and control while also touching on the board of directors, executive pay, shareholder activism and the regulatory structures that shape corporate governance in the U.S. I include the index to both volumes at the bottom of this review for your reference. The word “modern” in the title refers roughly to the post 1970 world.
Although referenced, the set does not stem directly from The Modern Corporation and Private Property by Adolf Berle and Gardiner Means. And of course, scholars continue to explore the consequences of this rift in books such as Citizens Continue Reading →
The September issue of Corporate Governance: An International Review is devoted to papers on corporate governance systems and corporate social responsibility. The opening editorial (accessible without subscription) begins with a civics lesson:
One cannot understand the CSR strategy and politics of organizations without understanding the nature of the institutional environments in which they choose – or are forced – to operate. Continue Reading →
These are some fairly raw notes from the June 2013 ICGN Annual Conference in New York City. I was unable to attend the second day but the first day was great. Don’t miss the 2014 ICGN Annual in Amsterdam, 16-18 June.
Opening Remarks by Jon Feigelson, Senior Managing Director, General Counsel and Head of Corporate Governance, TIAA-CREF and Roger W. Ferguson Jr., President and Chief Executive Officer, TIAA-CREF. Continue Reading →
Location: New Brunswick, NJ
Rose, Paul and Sharfman, Bernard S., Shareholder Activism as a Corrective Mechanism in Corporate Governance (September 11, 2013). Ohio State Public Law Working Paper No. 225. Available at SSRN.
Research Issue: How can activism be utilized to allow corporate decision making to be executed in the most efficient manner? Continue Reading →
When I saw the first video yesterday, no one had viewed it, according to the YouTube statistics, but I found it a worthy description of the corporate governance code in the UK, with many elements applicable to the US and other markets. Continue Reading →
Major corporations are very good at maximizing revenue capture for their owners — but they do so by externalizing costs to society. This drives many of the fundamental problems we currently face, from environmental degradation to economic inequality. IMD Professor Michael Yaziji discusses limitations to the three current solutions to this root challenge: the free market, regulation and socialization. He also proposes a new fourth solution that deconstructs the concept of capitalism to maximize the benefits of market competition and minimize the societal impact of current systems: changing company ownership and governance structures to internalize the interests, and so create value for all stakeholders. Continue Reading →
Two more reviews of the 2013 proxy season came out the other day. The quickest read is from Jackie Cook at CookESG (Proxy Season Roundup: Shareholder Resolutions) who analyzed 502 shareholder-sponsored resolutions voted between July 2012 and June 2013. Two-thirds are governance-related, averaging 41% support. One-third address social and environmental issues, with an average 21% level of support. Continue Reading →
This book follows the theme of Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences also by David Larcker and Brian Tayan. Larcker is the James Irvin Miller Professor of Accounting, Stanford Graduate School of Business. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. While Corporate Governance Matters (see my review) focuses on debunking “best practices” in corporate governance, A Real Look at Real World Corporate Governance takes more of an abbreviated case study approach, delving into how several decisions were made by boards at specific companies. Continue Reading →
Publisher’s Note: Yes, you’ll find many broken links. After 5, 10 and 15 years, the internet moves on. Many of the organization’s linked have since gone under. We’re just glad to still be here, offering our readers a sense of the history we have shared.
Since 2005, KLD has studied the S&P 100’s sustainability reporting practices for the Sustainable Investment Research Analyst Network, a working group of the Social Investment Forum. The 2008 Sustainability Report Comparison reveals encouraging news. Of the 100 largest U.S. publicly-traded companies, 86 maintain corporate sustainability websites and 49 produced sustainability reports in 2007. Continue Reading →
I urge readers to support the June 20th petition by the Council of Institutional Investors (CII) to the NYSE and Nasdaq for the exchanges to require listed companies to elect directors by majority vote in uncontested elections. CII’s letters to both exchanges are posted here. Continue Reading →
The Hong Kong Corporate Governance Excellence Awards 2013, jointly organized by The Chamber of Hong Kong Listed Companies (“CHKLC”) and the Centre for Corporate Governance and Financial Policy (“CCGFP”) of Hong Kong Baptist University is open for nomination until September 23, 2013. Continue Reading →
Sharegate Inc., a new company that offers the investment community a modern and powerful financial social network, announced its launch recently, opening enrollment in the network to the general public.
Sharegate is an information exchange platform that connects individual and instititional investors, publicly traded companies and other special interest groups. This platform allows companies to present information, interact more directly with their shareholders and gives institutional and individual investors the opportunity to provide feedback and exchange information with these companies – and each other. According to the company’s founder, Argus Cunningham: Continue Reading →