Corporate Governance: An International Review
Опубликовано на портале: 18-04-2007Peter M. Brown Corporate Governance: An International Review. 1997. Vol. 5. No. 4. P. 232–235.
In recent years the Top Pay Research Group have produced an annual survey, in co-operation with 3I Plc., in which they approach individual directors and board chairmen, seeking their views on the needs and opportunities facing independent directors as well as obtaining hard data on board related topics.
Опубликовано на портале: 18-04-2007L.A.A. van den Berghe, Abigail Levrau Corporate Governance: An International Review. 2004. Vol. 12. No. 4. P. 461-478.
This paper is an attempt to identify what constitutes a good board of directors, and this is based on a comparison between academic literature, corporate governance rating systems and our field research into board practices. We observed that “traditional” academic research focused on a limited number of quantifiable board characteristics, while practitioners attach greater importance to “soft” elements, which are nearly absent in the literature and in the governance ratings. These findings highlight the need for a better understanding of all elements that determine board effectiveness. Furthermore, our results identify three areas of improvement for boards of directors.
Evaluating corporate board cultures and decision making (Оценка корпоративных культур и принятие решения) [статья]
Опубликовано на портале: 09-01-2003Bruce Cutting Corporate Governance: An International Review. 2002. No. 2. P. 27-45.
This paper relies on a "trinity of menetypes" of group knowing which captures the essential decision-making dynamics of board membership. Formal, corporate decision-making processes require higher commitments of time and cognitive energy of directors - certainly, the requirement is of non-executive directors to make more formal contributions to the "political" process that determines corporate commitment to appropriate courses of action. There is a fundamental shift from "managerialism" to "politicism" in the corporate dynamics of organization - a shift in "menetype" driving governance dynamics. This wholesale shift in orientation has accentuated personal and group values as key determinants of corporate efficacy. The paper proposes structural reforms to corporate/agency governance conventions, including a greater focus on performance and strategy, greater independence of more effective and extensive audit processes and a greater transparency in the nomination and remuneration of top-executive appointments.
Опубликовано на портале: 11-02-2003Chris N. Hendry, Sally Woodward Corporate Governance: An International Review. 1999. Vol. 7. No. 4. P. 324 - 337.
Обсуждаются возможные способы улучшить качество используемой инвесторами информации по менеджменту и развитию персонала внутри компании. Проведено 68 исследовательских интервью, включавших четыре типа ключевых точек зрения на то, какие факторы управления персоналом существенны для оценки производительности компании. Среди опрошенных были: руководители фондов, биржевые аналитики, представители менеджмента корпорации (главные ответственные исполнители, финансовые директора, директора по связям с инвесторами) и директора по управлению человеческими ресурсами. Результаты в основном подтвердили стереотипное мнение, что сообщество инвесторов не слишком интересуется факторами управления персонала в оцениваемой компании, но причины отсутствия такого интереса отличались от обычно предполагаемых.
Опубликовано на портале: 18-04-2007Michael 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.
Stakeholders under pressure: corporate governance and labour management in Germany and Japan [статья]
Опубликовано на портале: 24-11-2008Gregory Jackson Corporate Governance: An International Review. 2005. Vol. 13. No. 3. P. 419-428.
A small but significant stream of research has emerged on how changes in corporate governance impact labour management, particularly in countries with stakeholder-oriented corporate governance. This paper briefly reviews existing empirical and theoretical literature on the links between corporate governance and labour management. Then it compares recent trends in Germany and Japan in terms of how changes in corporate governance affect the distribution of value-added, employment adjustment, pay systems and employee participation. Germany and Japan have proven able to adapt and modify their stakeholder model of employment and employee participation to changing circumstances. However, the size of the core model is getting smaller.
Опубликовано на портале: 18-04-2007Caspar Rose Corporate Governance: An International Review. 2005. Vol. 13. No. 5. P. 691-701.
After the emergence of the Cadbury Report in 1992, several countries in the EU, including Denmark, issued their own guidelines of corporate governance. However, whether such recommendations benefit shareholders is a controversial question. This article presents an empirical analysis of financial performance and the composition of semi-two-tier boards using a unique sample of Danish listed firms. It is shown that board size, proportion of insiders and positions held by board members in other firms do not significantly impact performance. Only the average age of the board has a significantly negative impact on performance. Thus, it is argued that board structure only plays crucial role when a firm is in financial trouble or faces a major threat – not under normal circumstances.
Опубликовано на портале: 22-03-2007Chris Mallin, Andy Mullineux, Clas Wihlborg Corporate Governance: An International Review. 2005. Vol. 13. No. 4. P. 532–541.
Post 1992 Cadbury Committee report developments in UK corporate governance provisions are reviewed. The role of institutional investors, and the financial sector as a whole, in corporate governance is considered. Practices in "Continental Europe", the UK and the US are contrasted, along with the roles of banks, strategic investors ("insiders"), institutional investors ("outsiders") and capital markets. To be effective, capital markets must be efficient and competitive and auditing must be reliable. Current EU and US reform proposals are compared and prospects for convergence in corporate governance procedures assessed.
The Impact of the Roles, Structure and Process of Boards on Firm Performance: evidence from Turkey [статья]
Опубликовано на портале: 18-04-2007Veysel Kula Corporate Governance: An International Review. 2005. Vol. 13. No. 2. P. 265-276.
This study aims at investigating the impact of the roles, structure and process of boards on performance of Turkish companies. Drawing on the data obtained from a sample of 386 mostly small and non-listed stock ownership companies, it was found that the separation of chairman and general manager positions has significant positive impact on firm performance. From the board roles of control, service and resource acquisition, firm performance was found to be positively related only to the level of adoption of resource acquisition role. It was also found that the effectiveness, information access and performance evaluation attributes of boards are positively and significantly associated with firm performance.
Опубликовано на портале: 14-06-2006Bruce Burton, Christine Helliar, David Power Corporate Governance: An International Review. 2004. Vol. 12. No. 3. P. 353-360.
Corporate governance as a coherent notion and independent topic of academic and practitioner interest has developed rapidly in the last ten years. In particular, most countries have seen the publication of vast numbers of regulatory reports outlining best practice in handling the issues that arise from the increased prominence of the governance concept. Although a vast literature exists on the implications of an Initial Public Offering (IPO) for financial performance and ownership structure, few investigations have communicated directly with issuing firms and analysed the practical difficulties encountered on a day-to-day basis when a company decides to float. In particular, very few studies have sought to examine what corporate governance changes, if any, are made in the process. This note reports the findings of a questionnaire survey and a series of interviews with practitioners about the changes that are made before and after a sample of IPOs in the UK.
Опубликовано на портале: 18-04-2007Richard W. Leblanc Corporate Governance: An International Review. 2004. Vol. 12. No. 4. P. 436-441.
Greater use of qualitative research methods – including observing boards in real time and interviewing directors – needs to occur to advance the field. Quantitative researchers are, it would seem, measuring variables in respect of “structural independence,” rather than board and individual director effectiveness, per se. Once “board effectiveness” and “director effectiveness” variables are able to be measured, together with their interaction, a greater likelihood of distilling a more definitive relationship between corporate governance and corporate financial performance may occur.