Corporate Governance: An International Review
Выпуск N4 за 2004 год
Опубликовано на портале: 18-04-2007C.B. Ingley, Nicholas T. van der Walt Corporate Governance: An International Review. 2004. Vol. 12. No. 4. P. 534-551.
The paper outlines the problems of conflicts of interest for fiduciary shareholders with respect to the stock of publicly owned companies in their portfolios and considers various approaches proposed to address these problems. The questions of whether fiduciary problems are the result of a vacuum of ownership and an imbalance of power, and the extent to which regulatory reform and shareholder activism can resolve these problems, are examined. From this analysis a framework is developed that describes the sources, outcomes and factors contributing to the effectiveness of conflict management in the context of the current investment environment. A series of recommendations for mediating conflicts of interest by changing board architectures are presented. These recommendations apply principles of participative corporate democracy to the overall governance system.
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.
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.