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Corporate Governance (corporate + governance)
Kinds of Corporate Governance Terms modified by Corporate Governance Selected AbstractsCHANGING PATTERN OF CORPORATE GOVERNANCE AND FINANCING IN THE KOREAN CHAEBOLSECONOMIC PAPERS: A JOURNAL OF APPLIED ECONOMICS AND POLICY, Issue 3 2007BYUNG S. MIN The de jure financial system in Korea has moved from mainly R (relationship)-mode financial contracts towards M (market)-mode contracts since the 1997 financial crisis, due largely to reforms introducing Anglo-American style corporate governance and the disintermediation of the larger business groups in corporate financing. Analysis shows that the effectiveness of this change in improving firms' performances has yet to be demonstrated. Unlike the disintermediation of the big-name firms, the affiliates of small and medium business groups and small and medium-sized independent firms have relied heavily on bank loans and internal finance. The impact of a more concentrated banking system and intensified competition on the type of corporate investment has yet to be analysed. [source] CORPORATE GOVERNANCE, ETHICS, AND ORGANIZATIONAL ARCHITECTUREJOURNAL OF APPLIED CORPORATE FINANCE, Issue 3 2003James A. Brickley Effective corporate leadership involves more than developing a good strategic plan and setting high ethical standards. It also means coming up with an organizational design that encourages the company's managers and employees to carry out its business plan and maintain its ethical standards. In this article, the authors use the term organizational architecture to refer to three key elements of a company's design: ,the assignment of decision-making authority,who gets to make what decisions; ,performance evaluation,the key measures of performance for evaluating business units and individual employees; and ,compensation structure,how employees are rewarded for meeting performance goals. In well-designed companies, each of these elements is mutually reinforcing and supportive of the company's overall business strategy. Decision-making authority is assigned to managers and employees who have the knowledge and experience needed to make the best investment and operating decisions. And to ensure that those decision makers have the incentive as well as the knowledge to make the best decisions, the corporate systems used to evaluate and reward their performance are based on measures that are linked as directly as possible to the corporate goal of creating value. Some of the most popular management techniques of the past two decades, such as reengineering, TQM, and the Balanced Scorecard, have often had disappointing results because they address only one or two elements of organizational architecture, leaving the overall structure out of balance. What's more, a flawed organizational design can lead to far worse than missed opportunities to create value. As the authors note, the recent corporate scandals involved not just improper behavior by senior executives, but corporate structures that, far from safeguarding against such behavior, in some ways encouraged it. In the case of Enron, for example, top management's near-total focus on boosting reported earnings (a questionable corporate goal to begin with) combined with decentralized decision making and loose oversight at all levels of the company to produce an enormously risky high-leverage strategy that ended up bringing down the firm. [source] RECENT DEVELOPMENTS IN GERMAN CAPITAL MARKETS AND CORPORATE GOVERNANCEJOURNAL OF APPLIED CORPORATE FINANCE, Issue 3 2001Eric Nowak Financial economists continue to point to Germany as a relatively successful model of a "bank-centered," as opposed to a market-based, economy. But few seem to recognize that, in the years leading up to World War I, German equity capital markets were among the most highly developed in the world. Although there are now only about 750 companies listed on German stock exchanges, in 1914 there were almost 1,200 (as compared to only about 600 stocks then listed on the New York Stock Exchange). Since German reunification in 1990, there have been signs of a possible restoration of the country's equity markets to something like their former prominence. The last 10 years have seen important legal and institutional developments that can be seen as preparing the way for larger and more active German equity markets, together with a more "shareholder-friendly" corporate governance system. In particular, the 1994 Securities Act, the Corporation Control and Transparency Act passed in 1998, and the just released Takeover Act and Fourth Financial Market Promotion Act all contain legal reforms that are essential conditions for well functioning equity markets. Such legal and regulatory changes have helped lay the groundwork for more visible and dramatic milestones, such as the Deutsche Telekom IPO in 1996, the opening of the Neuer Market in 1997, and, perhaps most important, the acquisition in 2000 of Mannesmann by Vodafone, the first successful hostile takeover of a German company. [source] CORPORATE GOVERNANCE IN JAPAN AND THE UK: CODES, THEORY AND PRACTICEPACIFIC ECONOMIC REVIEW, Issue 5 2009Mitsuru Mizuno We reflect on the evolution of corporate governance and the role of institutional investors in enhancing governance in Japan and the UK. Japan places emphasis on stakeholder capitalism, whereas the UK places emphasis on shareholder capitalism. Nonetheless, in both countries, institutional investors have exerted significant influence on the evolution of corporate governance. Institutional investors in the UK have more power over company management than their Japanese counterparts, although it is alleged that these powers are not exercised to their best potential in either country. [source] CAPITAL STRUCTURE, SHAREHOLDER RIGHTS, AND CORPORATE GOVERNANCETHE JOURNAL OF FINANCIAL RESEARCH, Issue 1 2007Pornsit Jiraporn Abstract We show how capital structure is influenced by the strength of shareholder rights. Our empirical evidence shows an inverse relation between leverage and shareholder rights, suggesting that firms adopt higher debt ratios where shareholder rights are more restricted. This is consistent with agency theory, which predicts that leverage helps alleviate agency problems. This negative relation, however, is not found in regulated firms (i.e., utilities). We contend that this is because regulation already helps alleviate agency conflicts and, hence, mitigates the role of leverage in controlling agency costs. [source] CORPORATE GOVERNANCE REFORMS AND EXECUTIVE COMPENSATION DETERMINATION: EVIDENCE FROM THE UK,THE MANCHESTER SCHOOL, Issue 1 2007SOURAFEL GIRMA This paper examines the effect that the ,Cadbury reforms' have had on the pay determination process of executives in the UK. Our results suggest that, on average, the impact has been disappointing. The relationship between pay and performance remains weak and the link to firm size has, if anything, been strengthened. However, our results suggest considerable heterogeneity in the impact of the reforms, and for those firms above median employment the link between pay and profits appears to have been reinforced. [source] Corporate Governance in the Post-Sarbanes-Oxley Era: Auditors' Experiences,CONTEMPORARY ACCOUNTING RESEARCH, Issue 3 2010JEFFREY COHEN First page of article [source] The Wide-Ranging Effects of Corporate Governance Throughout the WorldCORPORATE GOVERNANCE, Issue 5 2010William Judge Editor in Chief No abstract is available for this article. [source] Asian Corporate Governance or Corporate Governance in Asia?CORPORATE GOVERNANCE, Issue 4 2009Shaomin Li First page of article [source] Editorial , Toward a Global Theory of Corporate GovernanceCORPORATE GOVERNANCE, Issue 2 2009William Judge No abstract is available for this article. [source] International Corporate Governance , A Comparative Approach , By Thomas ClarkeCORPORATE GOVERNANCE, Issue 3 2008Bob Tricker No abstract is available for this article. [source] Competing Rationales for Corporate Governance in France: Institutional Complementarities between Financial Markets and Innovation SystemsCORPORATE GOVERNANCE, Issue 2 2008Soo H. Lee ABSTRACT Manuscript Type: Conceptual Research Question/Issue: This paper identifies the causes and consequences of corporate governance reform with reference to the French case. By disaggregating institutional complementarities into global and domestic dimensions, we analyze the path of institutional change compelled by financial efficiency and cooperative innovation. Research Findings/Results: Our analysis of the French case shows that both converging and diverging forces of institutional change coexist, shaping selective responses to globalization. While the adoption of the shareholder model is necessary for resource acquirement from the global capital markets, resource allocation in the cooperative innovation systems reinforces the stakeholder model. The French case confirms the sustainability of distinctive institutional complementarities, albeit with selective adaptation based on a sense-making social compromise. Theoretical Implications: The French case reminds us of the importance of distinctive institutional traditions and dominant social rationalities to understand the underlying logic of governance reform. The comparative research on corporate governance needs to address not just the cross-country variations in institutional arrangements and practices, but also the clash of competing rationales for reform explicitly in comparative terms within a single country context. Practical Implications: For foreign investors, it is vital to understand the unique institutional environment of state-centred stakeholder economies if they are to negotiate the best terms of return and to avoid unnecessary conflicts. French managers are expected to devise strategic choices responding to the competing rationales of governance. Managerial sense-making is essential for achieving sound long-term performance, upon which the legitimacy and sustainability of the constellation of selective governance rests. [source] Corporate Governance and International Location Decisions of Multinational EnterprisesCORPORATE GOVERNANCE, Issue 6 2007Lammertjan Dam This paper analyses international location decisions of corporations based on corporate governance considerations. Using firm level data on 540 Multinational Enterprises (MNEs) with 44,149 subsidiaries in 188 countries, we test whether firms with relatively good governance standards are more often located in countries with a weak governance system. We find empirical support for this hypothesis, especially for those corporations present in low-income countries. [source] Shareholder Activism: Corporate Governance Reform in Korea , By Han-Kyun RhoCORPORATE GOVERNANCE, Issue 6 2007Woochan Kim No abstract is available for this article. [source] Earnings Management and Corporate Governance in Asia's Emerging MarketsCORPORATE GOVERNANCE, Issue 5 2007Chung-Hua Shen This paper studies the impacts of corporate governance on earnings management. We use firm-level governance data, taken from Credit Lyonnais Security Asia (CLSA), of nine Asian countries, in addition to the country-level governance data used in past studies. Our conclusion is as follows. First, firms with good corporate governance tend to conduct less earnings management. Second, there is a size effect for earnings smoothing, that is, large size firms are prone to conduct earnings smoothing, but good corporate governance can mitigate the effect on average. Third, there is a turning point for leverage effect, i.e. when the governance index is large, leverage effect exists, otherwise reverse leverage effect exists. It shows that a highly leveraged firm with poor governance is prone to be scrutinised closely and thus finds it harder to fool the market by manipulating earnings. Fourth, firms with higher growth (lower earnings yield) are prone to engage in earnings smoothing and earnings aggressiveness, but good corporate governance can mitigate the effect. Finally, firms in stronger anti-director rights countries tend to exhibit stronger earnings smoothing. This counter-intuitive result is different from Leuz et al. (2003). [source] Corporate Governance and Equity Liquidity: analysis of S&P transparency and disclosure rankingsCORPORATE GOVERNANCE, Issue 4 2007Wei-Peng Chen This paper sets out to investigate the effects of disclosure, and other corporate governance mechanisms, on equity liquidity, arguing that those companies adopting poor information transparency and disclosure practices will experience serious information asymmetry. Since poor corporate governance leads to greater information asymmetry, liquidity providers will incur relatively higher adverse information risks and will therefore offer higher information asymmetry components in their effective bid-ask spreads. The Transparency and Disclosure (T&D) rankings of the individual stocks on the S&P 500 index are employed to examine whether firms with greater T&D rankings have lower information asymmetry components and lower stock spreads. Our results reveal that the economic costs of equity liquidity, i.e. the effective spread and the quoted half-spread, are greater for those companies with poor information transparency and disclosure practices. [source] Universal Owners: challenges and opportunitiesCORPORATE GOVERNANCE, Issue 3 2007James Hawley This special issue of Corporate Governance is devoted to the concept of "universal ownership" (UO) and grows out of a conference of universal owners, institutional investors, investment professionals and academics held in April 2006 at Saint Mary's College of California, under the sponsorship of the Center for the Study of Fiduciary Capitalism (A report of the conference is available at http://www.fidcap.org). Four of the seven articles in this issue are based on papers presented at the conference, while an additional three (by Lydenberg, Syse and Gjessing, and Lippman et al.) were written specifically for this issue. The conference purposefully developed a practitioners' perspective on universal ownership and these articles reflect this orientation, although each article in its own way breaks new ground which academics, policy researchers and practitioners can and should develop. [source] Corporate Governance and Firm Performance: the effects of regulation and competitivenessCORPORATE GOVERNANCE, Issue 2 2007Krishna Udayasankar We propose that the extent to which regulation and competitiveness play a role in the country environment has a complex, interactive effect on the relationship between corporate governance and firm performance. Using an analytical method, we develop an algorithm to express these effects, and offer proofs to show that our algorithm meets central conditions that are identified based on extant research findings in this domain. An illustration traces the performance of firms with different corporate governance standards across various environmental conditions. [source] Corporate Governance in ASEAN Financial Corporations: reality or illusion?CORPORATE GOVERNANCE, Issue 2 2007Wiparat Chuanrommanee According to Credit Lyonnais Securities Asia, Singapore has the best corporate governance practices in Asia. Malaysia has had the biggest improvements in governance overtime. Thailand lags behind both in achieving appropriate governance. This paper considers recent developments in corporate governance through the analysis of the corporate websites of financial corporations in these countries. The study finds that the corporate governance practices of Thai, Malaysian and Singaporean financial corporations are consistent with international best practices. Corporate governance as presented in company documents probably does not actually reflect real corporate governance practices. These practices do not have an impact on company performance. The level of corporate governance reported is also not consistent with the ratings from international financial institutions such as Credit Lyonnais Securities Asia and Standard & Poor's. These findings suggest that corporate governance in ASEAN is more illusion than fact. [source] Review of the 8th International Conference on Corporate Governance and Board Leadership, Henley Management College, October 2005CORPORATE GOVERNANCE, Issue 6 2006Bernard Taylor No abstract is available for this article. [source] Comparing Mutual Fund Governance and Corporate GovernanceCORPORATE GOVERNANCE, Issue 5 2006Robert F. Radin Governance of public corporations in the United States has operated under the agency model with regulatory strengthening since the passage of Sarbanes-Oxley legislation. With this foundation in place, boards are empowered to utilise their power and influence and can effectively monitor the actions of management, intervening where necessary. In effect, the rules of engagement embodied in the structure and the law guide interactions and empowerment. The governance model of the mutual funds industry, representing over 8 trillion dollars, is often viewed as a mirror of the corporate world, but upon closer analysis is found to have significant structural differences that dilute the authority of directors. The two models are compared and analysed with recommendations made to strengthen the oversight of mutual funds. [source] Corporate Governance in South Africa: a bellwether for the continent?CORPORATE GOVERNANCE, Issue 5 2006Melinda Vaughn The recent onslaught of corporate scandals has compelled the world to acknowledge the profound impact of corporate governance practices on the global economy. Corporate governance is of particular concern in developing economies, where the infusion of international investor capital and foreign aid is essential to economic stability and growth. This paper focuses attention on corporate governance initiatives in South Africa, given its significance as an emerging market, its potential leadership role on the African continent and the country's notable corporate governance reform since the collapse of apartheid in 1994. The evolution of the country's corporate structure and the forces driving corporate governance reform over the past decade will be examined, followed by a review of the most notable reform initiatives in place today. Finally, an assessment of those initiatives will be presented, along with recommendations concerning how South Africa's initiatives can serve as models of enhanced corporate governance standards for the African continent. [source] Corporate Governance in Turkey: an introduction to the Special Issue1CORPORATE GOVERNANCE, Issue 4 2006Melsa Ararat First page of article [source] The Anglo-Saxon Approach to Corporate Governance and its Applicability to Emerging MarketsCORPORATE GOVERNANCE, Issue 4 2006Dennis C. Mueller Almost all firms start out as small, owner-managed companies. Many stay that way throughout their lives. Some create attractive investment opportunities, however, that will allow them to grow rapidly and become leading companies in their country. These firms typically do not have sufficient internal funds flows and must turn to external sources of finance. Among these is the issuance of equity. Once a firm sells shares, however, the cost of the managers engaging in on-the-job consumption falls, and they can be expected to do so at the expense of their shareholders. Knowing this, potential shareholders may be unwilling to purchase a new offering of a young firm's shares, and the firm with attractive investment opportunities is unable to finance them. Strong corporate governance institutions help to protect shareholders from the discretionary use of their firm's resources. This paper reviews the case for having strong corporate governance institutions to facilitate the creation of thick equity markets in the context of developing countries in emerging markets, and examines the case for relying on alternative sources of capital including the state. [source] Corporate Governance and Social Responsibility: a comparative analysis of the UK and the US,CORPORATE GOVERNANCE, Issue 3 2006Ruth V. Aguilera This paper argues that key differences between the UK and the US in the importance ascribed to a company's social responsibilities (CSR) reflect differences in the corporate governance arrangements in these two countries. Specifically, we analyse the role of a salient type of owner in the UK and the US, institutional investors, in emphasising firm-level CSR actions. We explore differences between institutional investors in the UK and the US concerning CSR, and draw on a model of instrumental, relational and moral motives to explore why institutional investors in the UK are becoming concerned with firms' social and environmental actions. We conclude with some suggestions for future research in this area. [source] Oversight and Delegation in Corporate Governance: deciding what the board should decideCORPORATE GOVERNANCE, Issue 1 2006Michael Useem 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. [source] Corporate Governance and Business Ethics: insights from the strategic planning experience*CORPORATE GOVERNANCE, Issue 6 2005Ingrid Bonn In this paper we develop an integrated approach towards corporate governance and business ethics. Our central argument is that organisations can learn from the development of strategic planning in the 1970s and 1980s. We identify three weaknesses , a bureaucratic and formalised approach, lack of implementation and lack of integration throughout the organisation , which were prevalent in strategic planning in the past and which are potentially just as problematic for an integrated corporate governance approach to business ethics. We suggest ways these weaknesses might be avoided and provide questions for boards of directors to consider when integrating ethical concerns into their organisations' corporate governance structures. [source] New Corporate Governance: from good guidelines to great practiceCORPORATE GOVERNANCE, Issue 5 2005Martin Hilb This paper presents a new, holistic approach to corporate governance, adding simultaneous value to shareholders, customers, employees and society. This new approach to directing and controlling companies integrates components of corporate governance that have historically been treated in isolation of each other in research, teaching and practice. [source] Continuity and Change in Corporate Governance: comparing Germany and JapanCORPORATE GOVERNANCE, Issue 3 2005Gregory Jackson Germany and Japan are often seen deviating from an economic model of shareholder control and thereby as being similar by virtue of their mutual contrast with the US. Given the common challenges for bank-based and stakeholder-oriented models of corporate governance, Germany,Japan comparison seems particularly timely. This article provides an introductory overview and analysis for the Special Issue by comparing recent developments in corporate law reform, banking and finance, and employment in Germany and Japan. While rejecting arguments for international convergence, we discuss this evidence of simultaneous continuity and change in corporate governance as a potential form of hybridisation of national models or renegotiation of stakeholder coalitions in German and Japanese firms. One consequence is the growing diversity of firm-level corporate governance practices within national systems. [source] Corporate Governance in Germany and the German Corporate Governance CodeCORPORATE GOVERNANCE, Issue 3 2005Gerhard Cromme The term "corporate governance", and all that it implies, is now in everyday use in Germany. This is due to the enormous changes Germany has experienced in recent years, in international business, international finance and in German industrial structures. This contribution deals with recent changes in the German system of corporate governance. After a short historical review, the major elements of the international context that form the background for changes in Germany are discussed. This is followed by an explanation of the German Corporate Governance Code and its role, concluding with a prospectus for further possible developments and a summary of key points. [source] | |||||||||||||||||||||||||||||||||||||||||||