Corporate Governance: An International Review
Опубликовано на портале: 22-03-2007
Mehmet Ugur, Melsa Ararat
Corporate Governance: An International Review.
2006.
Vol. 14.
No. 4.
P. 325–348.
Recent work on corporate governance has highlighted the effects of corporate governance
quality on macroeconomic crises, especially in the context of South-East Asian economies.
However, the possibility of reverse causation from macroeconomic performance to corporate
governance has been overlooked. This paper aims to address this issue by examining
the relationship between macroeconomic stabilisation and corporate governance reforms
in Turkey since the 1999 and 2001 crises. We demonstrate that the prospect of macroeconomic
stability has led to extensive corporate governance reforms for two reasons. First,
recent return to macroeconomic stability has been underpinned by public governance
reforms, which spilled over to the area of corporate governance. We call this the
statutory reform effect. Second, macroeconomic stability tended to have a positive
effect on firms' investment in corporate governance quality. We call this the voluntary
reform effect. To substantiate these findings, we examine the post-1999 developments
in the following areas: (i) the effectiveness of regulatory authorities; (ii) disclosure
and transparency rules; and (iii) the quality of the enforcement regime.
Опубликовано на портале: 18-04-2007
Michael Useem, Andy Zelleke
Corporate Governance: An International Review.
2006.
Vol. 14.
No. 1.
P. 2-12.
American boards of directors increasingly treat their delegation of authority to
management as a careful and self-conscious decision. Numerically dominated by non-executives,
boards recognize that they cannot run the company, and many are now seeking to provide
stronger oversight of the company without crossing the line into management. Based
on interviews with informants at 31 major companies, we find that annual calendars
and written protocols are often used to allocate decision rights between the board
and management. Written protocols vary widely, ranging from detailed and comprehensive
to skeletal and limited in scope. While useful, such calendars and protocols do not
negate the need for executives to
make frequent judgement calls on what issues should go to the board and what should
remain within management. Executives still set much of the board’s decision-making
agenda, and despite increasingly asserting their sovereignty in recent years, directors
remain substantially dependent upon the executives’ judgement on what should
come to the board. At the same time, a norm is emerging among directors and executives
that the latter must be mindful of what directors want to hear and believe they should
decide.
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