Tag Archives | international

Video Friday: SEBI vs Companies Act, 2013

SebiI don’t follow corporate governance in India as much as I would like but this video explains some recent reforms too important to ignore.

To exhort listed companies and their top executives to follow ‘good business practices’, regulator Sebi cleared new corporate governance norms that require them to justify CEO salaries, put in place whistle-blower policies and have orderly succession plans.  Continue Reading →

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Video Friday: Brian Cheffins on Comparative Corporate Governance

Brian R. Cheffins

Brian R. Cheffins

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 →

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Two+ Calls for Papers – Towards Sustainable Re-embedding & Civil Society

EMRThe next European Academy of Management conference will take place in Valencia (Spain) between the 4th and the 7th of June 2014. The conference will be held at the Valencia Conference Centre and the Faculty of Economics of University of Valencia. The theme of the conference, Waves and Winds of Strategic Leadership for Sustainable Competitiveness, is aimed to open an interesting and fruitful dialogue about how management research and education can contribute to the enhancement of new waves and winds of strategic leadership that will stimulate a balanced and sustainable view of competitiveness in our societies. Continue Reading →

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ICGN 2013: Raw Notes From New York

RogerWFergusonJr

ICGNThese 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 →

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New Proxy Advisor in Australia Doesn’t Ignore Retail

Vas Kolesnikoff

Vas Kolesnikoff

KOLESNIKOFF Governance touts itself as “the only professional provider of independent proxy voting and governance research on ASX listed companies and capital markets which is accessible by all investors.” According to their website:

We fill the void in professional corporate governance and proxy voting research available to Australia’s retail, self-funded and self-managed superannuation fund (SMSF) investors, who have previously had no way to access costly reports prepared for institutional clients. Continue Reading →

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Firms in Emerging Economies Can Counter Country-Based Deficiencies

Governance scholars debate the relative importance of country characteristics and firm characteristics in understanding variations in corporate governance practices of firms in emerging economies. One of the main questions is whether weak or incomplete public institutions dictate the governance quality of firms located in these countries. Results of analysis in this paper provide evidence that many emerging economy firms distinguished themselves above and Continue Reading →

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Five Traits Characterize Effective Island Style Leadership

Guest post from Glenn Furuya, courtesy of Pacific Business News, 1/18/2013, page 31. The article caught my eye soon after returning from the funeral of my wife’s great aunt, Kay Kramer (98), who embodied the three cultures Furuya discusses below, both in the flesh and through her work and life. 

Having read hundreds of publications and worked side-by-side with many successful leaders in Hawaii for over 30 years, I believe that Hawaii’s cultural context contributes significantly to effective leadership.

Although few outside these Islands may recognize it, many of our leaders possess a “hard-wiring” that produces outstanding results. Many who have heard my presentation on island-style leadership agree. The following five examples will give you a feel of the inherent potential of island-style leadership. Continue Reading →

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Take Action: Write to Chevron to Protect Shareowner Rights

Chevron’s subpoena of e-mails in this case goes well beyond the individual players and is a threat to the communication rights of all shareowners. Action: Please take 60 seconds right now to send a message similar to the following to Chevron:

I write to protest Chevron’s subpoena seeking emails and communications from Trillium Asset Management and Simon Billenness to hundreds of organizations, investors and individuals active in challenging Chevron on its oil pollution crisis in Ecuador.

Your action is without precedent. Never before have shareowners faced such a legal challenge for merely communicating with each other. This is a brazen attack on shareholder rights. I urge you to reconsider your position and withdraw your subpoena.

I share the following from the Needmor Fund and Zevin Asset Management on behalf of everyone who is concerned with the rights of shareowners and the rights of people: Continue Reading →

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Video Friday: Corporate Governance in Singapore

Does Singapore have what it takes to be #1… in the world? The latest CG Watch Market Scores for corporate governance compiled by the Asian Corporate Governance Association revealed that Singapore tops the table in the region, with a score of 69.

Hong Kong and Thailand round out the top three, with 66 and 58 points respectively, closely followed by Japan and Malaysia, which  with 55 points each. Continue Reading →

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Infosys (INFY) Tops Governance List: Honor or Scam?

I was delighted to see that one of the stocks in my portfolio, Infosys ($INFY), has been ranked #1 in corporate governance by IR Global Rankings (“IRGR”). (Infosys is number one for corporate governance practices: IR Global Rankings, The Economic Times, 12/13/2012) That sounds like quite an achievement. Unfortunately, when I tried to find more about the basis of the award, I couldn’t really verify the assessment. From what I know, Infosys has better corporate governance than most, but is it really the best? Continue Reading →

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Empty Voting: Empty Promises

Jay M. Hoffman and Melissa Ghislanzoni of Miller Thomson in Toronto recently posted Empty Voting – Waiting for a Regulatory Response. While focused on Canada, the post applies equally to the US. The recent Telus decision of the British Columbia Court of Appeal “appears to signal a green light for the continuation of empty voting, at least until a regulatory response is implemented.” That case involved Mason Capital Management LLC, a US hedge fund. The Court found no violation of law, ”to the extent that cases of ‘empty voting’ are subverting the goals of shareholder democracy, the remedy must lie in legislative and regulatory change.” Continue Reading →

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Video Friday: Women on Boards & Glass Ceilings

A range of videos on the subject. The most recent EU proposal sets out a 40% “objective,” with unspecified sanctions against companies flouting the rules. The proposals would require companies to have clear, gender-neutral criteria for choosing non-executive directors and that if candidates are found to be equally qualified, then preference should be given to women. As long as companies have suitable systems in place, it appears they will not be penalized if they do not manage to meet the 40% level by 2020.  (EU defends women-on-boards plans, BBC, 11/14/2012) Continue Reading →

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Corporate Governance Guide for Journalists

The International Finance Corporation (IFC), a member of the World Bank Group, in conjunction with the International Center for Journalists, has produced  A Guide to Reporting on Corporate Governance designed for reporters and editors with experience covering business and finance. The goal is to help journalists develop stories that examine how companies are governed, and spot events that may have serious consequences for the company’s survival, shareholders and stakeholders. Continue Reading →

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Call for Papers: Inside the Board Room

Since the Cadbury Report was published in 1992 in the UK, there has been increasing emphasis not just by UK regulators but also by regulators from other countries, including the USA and Continental Europe, of the role of boards of directors in corporate governance. However, 20 years down the line it is still uncertain whether boards of directors are able to fulfill the important role they have been assigned by regulators. For example, the academic literature on the impact of board composition, in particular the proportion of outside, non-executive directors, is as yet inconclusive as very few studies have Continue Reading →

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Recent Research on SSRN

Abstracts from a few papers posted this month to the Social Science Research Newtork.

Hall, Thomas W. and Jörgensen, Fredrik A., Ownership and Performance in Europe (2012). Forthcoming, Review of Business. The authors consider the relationship between performance and ownership concentration in a large number of publicly traded and privately held companies located in smaller European economies (Austria, Belgium, Finland, Ireland, and Ukraine). Continue Reading →

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Emerging Markets ESG: Interviews & Database

The Global Unions’ Committee on Workers’ Capital (CWC) is an international labor union network for dialogue and action on the responsible investment of workers’ capital. The CWC Secretariat is hosted at the Shareholder Association for Research and Education (SHARE), a leader in responsible investment services for institutional investors.  In her capacity as International Program Director at SHARE, Priya Bala Miller executes strategic planning, coordination and program development for the CWC.  Prior to joining SHARE, Priya worked with UN agencies and international NGOs as an advocate for corporate social responsibility and sustainability. Continue Reading →

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Indian Mutual Funds Need to Improve Proxy Voting Policies and Practices

India’s InGovern Research Services Pvt. Ltd. ”assists financial institutions and investors that have financial, investment or reputational exposure to public-listed companies in India by providing our clients with corporate governance reports, proxy analysis and proxy voting solutions.”  Their recent report, Analysis of Mutual Funds Voting for 2011-12, finds little progress when it comes to mutual funds participating in corporate governance and taking their fiduciary responsibilities regarding proxy voting seriously. Continue Reading →

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Review: International Corporate Governance

International Corporate Governance stands out as textbook that looks at the topic from a truly global standard. Author Marc Goergen first came to my attention in the 1990s as a member of the European Corporate Governance Network (ECGN), since renamed the European Corporate Governance Institute (ECGI). He brings both breadth and depth to a wide range of topics presented in lay terms. Continue Reading →

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Review: Corporate Governance and the Global Financial Crisis

Corporate Governance and the Global Financial Crisis: International Perspectives by William Sun, Jim Stewart, and David Pollard addresses the worldwide crisis that cost Americans an estimated average of $188,000 per household. We will be paying back that debt for decades… or perhaps more accurately, our children will be paying back that debt. Yes, we’ve passed the usual spate of laws after a financial crisis and regulations are still being written, but almost nobody I talk to, except perhaps those on Wall Street, thinks we have solved the issues. This book discusses some of the weaknesses, such as executive pay, risk management, board practices, regulation capture, the failure of shareowners to obtain and/or exercise rights, etc. Perhaps more importantly, many of the contributing scholars offer possible solutions. Continue Reading →

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Review: Shareholder Democracies?

Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850 addresses a central issue. Current governance structures often allow managers to pursue their own interests. According to some, a dissemblance of democracy has led to “elitism and self-interest in the boardroom,” resulting in Continue Reading →

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India’s Cross Border Deals Point to Needed Reforms

To do more jumbo deals in a tougher world, Indian firms need to tackle a glaring area of weakness. This is their complex structures, which mean cash flows are spread thinly, and their dislike of issuing equity for fear of diluting their controlling shareholders. Both factors combined make it hard to marshal resources without resorting to risky levels of debt. India’s second-biggest group, Reliance Industries, scores well on the first count, and has the financial firepower to spend perhaps $15 billion safely. But few others do. On February 25th Vedanta, a London-listed natural-resource firm with assets mainly in India, launched an operation to merge its domestic units and clear up a sprawling empire. More firms need to do the same.

That’s the conclusion of Running with the bulls: Are Indian firms really going to take over the world?, The Economist, 3/3/2012. Although they’ve gotten a lot of press, India’s share of global cross-border deals by value has been relatively small, about the same as buyers from Brazil and Russia, well China. Moving away from holding chains with dominant shareonwers may hold a key to enabling more promising acquisitions.

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