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Not since the passage of the Securities and Exchange Commission Act of 1934 have matters of corporate governance received such concentrated attention.
According to the Encyclopaedia of Corporate Governance, the subject has "succeeded in attracting a good deal of public interest because of its apparent importance for the economic health of corporations and society in general." But difficulties often arise due to the scattered nature of governance issues. What exactly do we mean by corporate governance? Is there a clear-cut guide towards success?
According to an article published in Corporate Governance: International Journal of Business in Society, corporate governance has in one form or the other existed in business since the birth of the limited liability form of the corporation. However, it was the pioneering work of Berle and Means that led to the development of an entire body of literature which focused on managerial expropriation of shareholder value.
In this Briefing you can find out about the key issues surrounding governance and boardroom harmony.
Articles:
Boardroom myths: reconciling prescription and research guidance
Not since the passage of the Securities and Exchange Commission Act of 1934 have matters of corporate governance received such concentrated attention. The failures of a series of notable US companies, beginning with Enron Corporation, have reignited attention toward effective corporate governance. The single most remarkable governance-related outcome of the Enron failure is the passage of the Sarbanes-Oxley Act of 2002. Congress passed this legislation as a means for remedying the types of governance failures that are believed to have significantly contributed to Enron's downfall.
Originally published in the Handbook of Business Strategy
Volume 5 Number 1, 2004
Road map to peace (in the boardroom)
The shift in powers and responsibilities of public company boards is likely to change the relationship of management and directors at privately held and non-profit organizations, as well. Organizations risk substantial disruptions to their business process if they fail to confront the challenges early.
Originally published in the Handbook of Business Strategy
Volume 5 Number 1, 2004
Return on directors: maximizing return on investment in the board room
It's relatively easy to measure the output of a light bulb. Simply flip the switch and see whether it lights up. For greater accuracy, use a light meter. Even the dimmest bulb can pass this test. The measurement task becomes infinitely more complex, though, when assessing the brightest lights of business: corporate directors. In the boardroom, measurement of individual directors and total board effectiveness is both lacking in depth and consistency. While the board might demand financial return statements on other corporate investments, it is a rare board that shines the same light on itself.
Originally published in the Handbook of Business Strategy
Volume 5 Number 1, 2004
The new risk imperative - an enterprise-wide approach
CEOs face many challenges. They must focus and motivate their organizations to capitalize on emerging opportunities. They must continually invest scarce resources in the pursuit of promising - though uncertain - investments and business activities. They must manage the business in the face of constantly changing circumstances. And as they do all of these things, they must simultaneously be in a position to confidently assure investors, directors and other stakeholders that their organizations manage risk in today's demanding global marketplace.
Originally published in the Handbook of Business Strategy
Volume 5 Number 1, 2004
After Sarbanes-Oxley - what next?
Sarbanes-Oxley has commanded headlines ever since President Bush signed it into law. Public companies have had to take a closer look at many of their governance processes, reporting and disclosure practices, and internal controls. Even private companies and not-for-profits have felt the need to actively demonstrate a commitment to improved governance for the benefit of their various stakeholders. The push toward greater disclosure has snowballed to the point where policymakers, standard setters, regulators, investors, exchanges and rating agencies want more information relating to governance, risks and internal control.
Originally published in the Handbook of Business Strategy
Volume 5 Number 1, 2004
Meritocracy: responding to the myth
In my consulting practice, I spend a great deal of time talking with senior level executives about their organization's human resource practices. One theme I hear consistently is that their organizations are "true" meritocracies where the "gifted" rise to the top as a result of a fair process. The irony is that women and professionals of color in those same companies often tell me that the environment is far from fair to them.
Originally published in the Handbook of Business Strategy
Volume 5 Number 1, 2004
CEO leadership in improving corporate governance: the significance of CEO support to the effectiveness of the audit committee
The impact of recent corporate scandals has been serious and far-reaching. The popular news coverage has been unequalled by any other business issue. The result is that the investment community has lost its trust in corporate governance and financial reporting systems that less than two years ago were the envy of the world. Shareholders are insisting on changes that include enhancements to corporate governance, adherence to ethical standards and strict accountability. In response, the government, the investment community and the public in general have focused greater scrutiny on the corporate financial reporting function.
Originally published in the Handbook of Business Strategy
Volume 5 Number 1, 2004
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