Bring Shareholders into the Board Room

“Investors should continue to press for corporate governance reforms,” says Lucian A. Bebchuk, a professor at Harvard Law School and director of its Program on Corporate Governance. His case for change, from Harvard Magazine.

Who’s the Boss?

Shareholder activists want more say in how American companies are run.

Delphi Builds a Board

CEO J.T. Battenberg III was determined his directors be not just independent, but engaged.

Are Large Boards Poor Monitors? Evidence from CEO Turnover

Ok, let me see if I have this right. Size does matter and smaller is better? Faleye reports that large boards of directors are less likely to replace existing CEOs and if the CEO replaced, less likely to find a successor from outside the firm. Moreover, when firms announce smaller boards, the firm’s stock return is positive. Thus Faleye concludes: “suggest that a … [ Read more ]

Corporate Governance by the Numbers: It Doesn’t Work

Formulas used by consultants and ratings services that assign single numbers or grades to a company’s corporate governance practices don’t work, suggest three Wharton professors in a new paper entitled, “Does Corporate Governance Really Matter?” Yes, it matters, the authors say, but what also matters is how performance is measured. Companies and their situations are too diverse to be shoehorned into simple scorecards. As one … [ Read more ]

Managing the Team at the Top

The team at the top may be the most difficult to manage and lead. Rivalries, strong personalities and different notions of the future make it a tough job indeed. But if the teams are structured right, they can be of immense value to the company.

When Labor Has a Voice in Corporate Governance

Employees may not make good owners after all! Faleye,Mehrotra,and Morck study firms where there are large blocks of employee owned shares that ARE VOTED. Their findings may surprise some people: “Relative to otherwise similar firms, labor-controlled publicly traded firms invest less, take fewer risks, grow more slowly, create fewer new jobs, have worse free cash flow problems, and exhibit lower labor and total factor … [ Read more ]

Remuneration: Where We’ve Been, How We Got to Here, What are the Problems, and How to Fix Them

In many ways, Murphy and Jensen’s 1990 paper on CEO pay may have been one of the most influential finance papers written in the past 15 years. It showed not only how CEOs were being paid, but also stressed the importance of incentive based (pay for performance) pay. As I wrote in the summary of that paper for my classes: This is a classic work … [ Read more ]

Worried About Shareholder Suits? Fuhgedaboudit!

It’s a legal minefield out there, and destitution awaits outside directors whose companies stumble on their watch. Right? Don’t believe it, say three university professors.

Change Across the Board

In response to the crisis of US corporate governance, directors are beginning to demand change. McKinsey surveyed 200 of them sitting on some 500 boards and found support for making these bodies more independent of management and for more awareness by directors of the challenges and risks facing their companies. The authors present a seven-part board governance reform program intended to make boards more independent … [ Read more ]

GovernanceMetrics International

“GMI was formed in April 2000 by a small group of people who recognized the need for a new, easy-to-use tool to monitor corporate governance.

Our ratings system has been developed following extensive research in multiple markets and consultations with institutional investors, corporate officers and directors and governance specialists. We conducted an in-depth test of our research methodology in nine countries. Our scoring algorithm has … [ Read more ]

Seven Questions to Ask Your Own Attorney Now

More than ever, directors must take precautions to protect their personal assets. It’s not always wise to depend on the corporate counsel. You’re not his client.

Enron unravelled

This is an edited version of a new case study written primarily for classroom discussion. In this shortened form, supplemented by a commentary on the corporate governance implications by Matthew Allen, it provides insights for EBF readers into – among other things – financial engineering as a means of supporting the share price, the reporting of financial exposure, and the need for independent audit oversight … [ Read more ]

New Carrots, Old Yardsticks?

Cash is back in incentive compensation, but companies are struggling to set the right performance targets.

The Seven Habits Of An Effective Board

Rarely have corporate directors faced such a deep and widespread erosion of public trust. What can directors do to affirm their role, drive board effectiveness and reclaim control over their own agenda? They can start by holding up a mirror to their own board performance, as measured against the “seven habits of an effective board.”

Editor’s Note: a slightly longer version of this article can … [ Read more ]

Letting Go

After decades at the top, CEOs-turned-chairmen have a hard time yielding the daily reins.

Cascading good governance through the organisation

Implementing a sustainable corporate governance code needs to reflect workforce attitudes to corporate propriety. A snapshot of the UK employee population suggests there are major challenges ahead.

Ties That Bind

When corporate directors serve together on multiple boards, the chief executive officers tend to earn more money and enjoy longer tenures. Such mutual interlocks are plainly good for the bosses. But are they good for shareholders? Not necessarily.