The SEC this week weighed into the proxy advisor debate with Staff Legal Bulletin 20, which provides information on the proxy voting responsibilities of investment advisers (i.e. professional investors) as well as clarification on the exemptions from federal regulation which apply to proxy advisory firms. Continue Reading →
Tag Archives | UK
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 →
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 →
The Cadbury Archive at Cambridge Judge Business School has been completed with the addition of copies of all the speeches on corporate governance made by Sir Adrian Cadbury, Chairman of the UK Committee on the Financial Aspects of Corporate Governance. The Archive, established in 2010 and part of the Cambridge Corporate Governance Network (CCGN), is a major source for researchers into corporate governance. Continue Reading →
The Committee was formed in 1991, the same year I read Power and Accountability: Restoring the Balances of Power Between Corporations and Society by Robert A.G. Monks and Nell Minow. I had spent years in academia searching for the perfect corporate form. I studied corporate systems around the world and headed California’s cooperative development program. It was obvious to me the dominant form of corporate governance in the US and UK needed improvement.
Monks and Minow brought confirmation from experts in the field. The appointment of the Committee on the Financial Aspects of Corporate Governance, better known as the Cadbury Committee, in May that year by the London Stock Exchange, the Financial Reporting Council, and the accountancy profession meant even those running the markets knew something was wrong. Real change was possible.
The Cadbury Committee: A History takes the reader back to those days to see how changes happened and why. Thankfully, Laura F. Spira and Judy Slinn took the initiative to document the Committee’s history while many members are still alive. Continue Reading →
This timely book, edited by Joan Loughrey, brings together academics and practitioners to assess the efficacy of directors’ duties, or lack thereof, regarding shareholder litigation in the wake of the financial crisis. Although primarily focused on the UK and the Companies Act of 2006, the part played by the US and its regulatory scheme is not ignored. Americans reading the book will benefit from a better understanding of the UK framework and how portions may or may not apply here.
For example, the UK Code of Corporate Governance makes boards responsible for determining the nature and extent of the risks that companies should undertake. Yet, even in the wake of extreme circumstances and huge financial losses, 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 →
The provision would eliminate Internal Revenue Code section 404(k), an incentive for ESOP creation and operation that permits a C corporation to deduct the value of dividends paid on ESOP stock passed through to employees in cash, deductions used to pay the ESOP acquisition loan, or when the employee reinvests in more company stock in his/her ESOP account balance. Continue Reading →
Steve Waygood, of Aviva Investors, which owns 2% of UK equities, explains why fund managers still prefer to walk away, rather than trying to change a company culture. Wagood defines sustainability to include how mega-trends influence the firm. Retail investors doesn’t really understand what is being Continue Reading →
Half of employers in the UK don’t offer a pension to their employees. Auto-enrolment, the opt-out defined-contribution system designed to fill this gap, was introduced in the UK on October 1. Top1000Funds.com interviewed Lawrence Churchill who chairs he government-funded pension fund, NEST, one of the funds on offer, during the first day of the rest of the fund’s life. (Feathering NEST, 10/10/2012) Continue Reading →
The UK backed Kay Review of UK Equity Markets and Long-Term Decision Making was commissioned by Business Secretary Vince Cable after the takeover of Cadbury by Kraft, which many thought was driven by short-term investors. After examination the Report made several recommendations that could improve the long-term focus fund returns if properly implemented. Continue Reading →
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 →
UK Prime Minister David Cameron rejected a Labor Party proposal that an ordinary employee sit on a company board compensation committee, noting that having an employee on the committee would break an important principle of not having people on a remuneration committee who will have their own pay determined. Since when are boards setting the pay of ordinary employees? Continue Reading →