Sharing the Burden of Corporate Governance

Is business malfeasance always the board’s fault? HBS professor Constance Bagley argues that everyone has a stake in ethical behavior and moral reasoning.

Shareholders Key to Corporate Reform

Want fundamental corporate reform? Start with shareholders, say Harvard Business School professor Cynthia Montgomery and research associate Rhonda Kaufman. Excerpted from Harvard Business Review.

Building a Great Board

The increased demand on board members’ time has made finding and managing them effectively a bit trickier. To help you evaluate and find skilled board members and to discover ways to maximize a board’s impact, Inc.com has assembled its best resources on the topic. Use them to build and run a board that you can count on.

Route to the Top: White-Collar Climb

Today’s CEOs may be younger, better-schooled and more well-rounded. But succeeding in the top job still takes real experience.

So who is stepping up to the plate these days-and, more importantly, what does it take to deliver the goods? According to the annual Chief Executive/Spencer Stuart study of Fortune 700 CEOs, today’s new leaders are a different breed from 10-and even five-years ago.

Charles Elson

…restricted stock forces you to ride the stock’s rise and the stock’s fall. An option is an expectancy of a future profit. It can be worth a lot, or it can be worth nothing. There are no negative wealth implications to you of owning an option; the worst that happens is that you walk off with no more than you walked in. On the other … [ Read more ]

Charles Elson

The problem has not been the use of options in themselves but the ability of someone to exercise options and sell the stock in the short term…Remove the short-term incentive-that’s the real cure.

How efficient are Europe’s capital markets?

Companies, investors and policymakers have had their faith in financial markets shaken recently, even though questionable market practices and conflicts of interest were already rife. Read the EBF debate which addresses the root causes of the problem, possible solutions and the outlook for international accounting standards and further European integration. EBF’s distinguished contributors are: Bocconi Professor Valter Lazzari; Tony Jackson, ex-market analyst and former head … [ Read more ]

Hard times in the executive suite

US experience shows that changing the chief executive is not necessarily a panacea for improved company performance. Europeans should take note.

ERI Economic Research Institute – Executive Compensation and Salary Planning Data

ERI provides management, boards of directors and consultants with executive compensation data to limit liability and assist management with executive salary planning. Also available is the free use of ERI’s quick search calculator to review competitors’ executive compensation and financial data.

Weil, Gotshal & Manges LLP

Ira Millstein of this law firm is a leading source on international governance issues. Examples of useful material include an Overview of Corporate Governance Guidelines & Codes of Best Practice In Developing & Emerging Markets by Holly Gregory. Also, on the site is a comparison of EU governance codes. Click on What’s New and scroll down for a comparison on the codes.

The Myth of CEO Accountability

When the day is done, very few CEOs and boards are involved in the chicanery, deception, stock manipulation, insider trading, and other misdeeds that have given American corporate governance a black eye. Truly, there will always be a few bad apples, but even the best and the brightest can be caught off guard. While there is no perfect system, it is indeed possible to make … [ Read more ]

Have They No Shame?

Their performance stank last year, yet most CEOs got paid more than ever. Here’s how they’re getting away with it.

The End of Shareholder Value: Corporations at the Crossroad

Kennedy argues that the corporate boardroom’s preoccupation with shareholder value has led companies to mortgage their futures for today’s higher stock price. It also created a class of entrepreneurs who, for a brief time, were able to sell companies to a gullible investing public at unsupportable prices. The author offers a host of boardroom reforms, with an eye on making this body more responsive to … [ Read more ]

It’s Not Our Fault – Usually

Fingers are being pointed at compensation consultants. “It’s your fault,” critics are charging. “You’re to blame for all the outrageous executive-pay packages.” But are they really responsible? After all, a board of directors must still approve their suggestions. Just how willing are compensation professionals to play the blame game? ATB asked a group of consultants to answer their critics.

Did the SEC Gut Sarbanes-Oxley?

The SEC put much of the Sarbanes-Oxley Act into effect by passing a slew of new rules. Here’s what was proposed and what was disposed.

Chairman of the Board: A Practical Guide

Toronto-based Lechem’s overview of the chairman’s role effectively covers the basic responsibilities of the position – board leadership, selection and evaluation, organizational oversight, and agenda setting. In general terms, it also explores some of the legal liabilities and ethical issues that are making front-page news these days.

Risk Oversight: Board Lessons From Turbulent Times

The challenges facing corporate boards have grown. We have all seen how crises have affected entire business sectors. These are “turbulent times” that require plans and policies designed to prevent and/or mitigate risks and possible crises. This article looks at the latest best practices for Boards and management from a recent study by the National Association of Corporate Directors.

The way we govern now

“For years, investors have had a good reason to ignore good governance. Academic research found no clear causal link with financial performance. New research, however, threatens to change that. Paul Gompers of Harvard Business School and two colleagues looked at 1,500 firms in the 1990s and found those that were most responsive to shareholders would have enjoyed returns 8.5% a year higher than those run … [ Read more ]