An Examination of General Information on Corporate Governance Finance Essay

Corporate governance is concerned with the resolution of collective action problems among dispersed investors and the reconciliation of conflicts of interest between various corporate shareholders. In this coursework we review the theoretical and research on the main mechanisms of corporate control, discuss the main legal and regulatory institutions and global standards.

GENERAL INFORMATION ON CORPORATE GOVERNANCE

DefA„A±nA„A±tA„A±on Corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence. Corporate governance involves a set of relationships between a company's management, its board, its shareholders and other stakeholders [1] . Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Good corporate governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the company and its shareholders and should facilitate effective monitoring. The presence of an effective corporate governance system, within an individual company and across an economy as a whole, helps to provide a degree of confidence that is necessary for the proper functioning of a market economy. Corporate governance is affected by the relationships among participants in the governance system. Controlling shareholders, which may be individuals, family holdings, bloc alliances, or other corporations acting through a holding company or cross shareholdings, can significantly influence corporate behaviour. As owners of equity, institutional investors are increasingly demanding a voice in corporate governance in some markets. Individual shareholders usually do not seek to exercise governance rights but may be highly concerned about obtaining fair treatment from controlling shareholders and management [2] . Creditors play an important role in a number of governance systems and can serve as external monitors over corporate performance. Employees and other stakeholders play an important role in contributing to the long-term success and performance of the corporation, while governments establish the overall institutional and legal framework for corporate governance [3] . Outside investor wishes to try control differently from the manager in charge of the firm. Dispered ownershA„A±p interests cause the problem by giving rise to conflicts of interest between the various corporate claimholders and by creating a collective action problem among investors. Many research on corporate governance has been concerned with the resolution of this problems. As a result of this research have been reached varA„A±ous solutA„A±ons. AccordA„A±ngly: partial concentration of ownership and control in the hands of one or a few large investors; hostile takeovers and proxy voting contests, which concentrate ownership and/or voting power temporarily when needed; delegation and concentration of control in the board of directors; alignment of managerial interests with investors through executive compensation contracts; and clearly defined fiduciary duties for CEOs together with class-action suits that either block corporate decisions that go against investors' interests, or seek compensation for past actions that have harmed their interests. We discuss how different classes of investors and their constituencies can or ought to participate in corporate governance and global standards of corporate governance. Importance of Corporate Governance Firstly, we should explaA„A±n why corporate governance has become such a prominent topic in thA„A±s tA„A±me. We have defA„A±ned some reasons as follows: the dated 1998 East Crisis, the takeover wave of the 1980s [4] , deregulation and the integration of capital markets, the worldwide wave of privatization, pension fund reform a series of recent scandals and corporate failures [5] . At a general level corporate governance can be described as a problem involving an agent - the CEO of the corporation - and multiple principals - the shareholders, creditors, suppliers, clients, employees, and other parties with whom the CEO engages in business on behalf of the corporation. Corporate governance rules and princA„A±ples can be solved thA„A±s problems. And so corporate governance is important for every countrA„A±es. Models Takeover models One of the most spectacular method for disciplining and replacing managers is a hostile takeover. And This method highly disruptive and costly. itis relatively rarely used in U.K. and USA. In a hostile takeover the raider makes an offer to buy all or a fraction of outstanding shares at a stated tender price. The takeover is successful if the raider gains more than 50% of the voting shares and thereby obtains effective control of the company. With more than 50% of the voting shares, in due course he will be able to gain majority representation on the board and thus be able to appoint the CEO. But sometimes, takeovers can be useful both because they reduce the informational monopoly of the incumbent manager about the state of the firm and because they allow for the replacement of inefficient managers. Takeover regulation have focused on four issues: 1) whether deviations from a "one-share-one vote" rule result in inefficient takeover outcomes; 2) whether raiders should be required to buy out minority shareholders; 3) whether takeovers may result in the partial expropriation of other inadequately protected claims on the corporation, and if so, whether some anti-takeover amendments may be justified as basic protections against expropriation; and 4) whether proxy contests should be favored over tender offers [6] . Blockholder Models An alternative approach to mitigating the collective action problem of shareholders is to have a semi-concentrated ownership structure with at least one large shareholder, who has an interest in monitoring management and the power to implement management changes [7] . Although this solution is less common in the UK and USA - because of regulatory restrictions on blockholder actions - some form of concentration of ownership or control is the dominant form of corporate governance arrangement in continental Europe and other OECD countries. To summarize, this literature emphasizes the idea that if the limited size of a block is mainly due to the large shareholder's desire to diversify risk then under-monitoring by the large shareholder is generally to be expected. Delegated monitoring and large creditors One increasingly important issue relating to large shareholders or investor monitoring concerns the role of institutional shareholder activism by pension funds and other financial intermediaries. Pension funds, mutual funds and insurance companies often buy large stakes in corporations and could take an active role in monitoring management [8] . Generally, however, because of regulatory constraints or lack of incentives they tend to be passive. One advantage of greater activism by large institutional investors is that fund managers are less likely to engage in self-dealing and can therefore be seen as almost ideal monitors of management. But a major problem with institutional monitoring is that fund managers themselves have no direct financial stake in the companies they invest in and therefore have no direct or adequate incentives for monitoring. One implication of these latter models is that under a regime of deposit insurance banks will not adequately monitor firms and will engage in reckless lending. To summarize, the theoretical literature on bank monitoring shows that delegated monitoring by banks or other financial intermediaries can be an efficient form of corporate governance. It offers one way of resolving collective action problems among multiple investors. Board models The third alternative for solving the collective action problem among dispersed shareholders is monitoring of the CEO by a board of directors. Most corporate charters require that shareholders elect a board of directors, whose mission is to select the CEO, monitör management, and vote on important decisions such as mergers and acquisitions, changes in remuneration of the CEO, changes in the firm's capital structure like stock repurchases or new debt issues, etc. One important reason why boards are often 'captured' by management is that CEOs have considerable influence over the choice of directors. CEOs also have superior information. In sum, the formal literature on boards is surprisingly thin given the importance of the board of directors in policy debates. Executive compensation models Besides monitoring and control of CEO actions another way of improving shareholder protection is to structure the CEO's rewards so as to align his objectives with those of shareholders. Most compensation packages in publicly traded firms comprise a basic salary component, a bonus related to short run performance (e.g., accounting profits), and a stock participation plan (most of the time in the form of stock options). The package also includes various other benefits, such as pension rights and severance pay (often described as "golden parachutes"). All in all, while the extensive literature on agency theory provides a useful framework for analyzing optimal incentive contracts it is generally too far removed from the specifics of executive compensation. Moreover, the important link between executive compensation and corporate governance, as well as the process of determination of executive pay remain open problems to be explored at a formal level. Multi-constituency models The formal literature on boards and executive compensation takes the view that the board exclusively represents the interests of shareholders. In practice, however, this is not always the case [9] . Similarly, it is not unusual for CEOs of firms in related businesses to sit on the board. In some countries, firms are even required to have representatives of employees on the board. The extent to which boards should be mandated to have representatives of other constituencies besides shareholders is a hotly debated issue. In the European Union in particular the issue of board representation of employees is a major stumbling block for the adoption of the European Company Statute. As important as this issue is there is only a small formal literature on the subject.

CORPORATE GOVERNANCE DEVELOPMENTS IN THE UK

Historical Process of Corparate Governance In The UK Corporate governance developments in the UK began in the late 1980s and early 1990s in the wake of corporate scandals such as Polly Peck and Maxwell. The UK business community recognised the need to put its house in order. This led to the setting up in 1991 of the Committee on the Financial Aspects of Corporate Governance, chaired by Sir Adrian Cadbury, which issued a series of recommendations - known as the Cadbury Report - in 1992. The Cadbury Report addressed issues such as the relationship between the chairman and chief executive, the role of non-executive directors and reporting on internal control and on the company's position. A requirement was added to the Listing Rules of the London Stock Exchange that companies should report whether they had followed the recommendations or, if not, explain why they had not done so (this is known as 'comply or explain'). The recommendations in the Cadbury Report have been added to at regular intervals since 1992. In 1995 the Greenbury Report set out recommendations on the remuneration of directors. In 1998 the Cadbury and Greenbury reports were brought together and updated in the Combined Code, and in 1999 the Turnbull guidance was issued to provide directors with guidance on how to develop a sound system of internal control. [10] . The Department of Trade and Industry (DTI) and HM Treasury instigated a review of the Combined Code following a review of company law(2002). It initiated the Higgs Report on "The Role and Effectiveness of Non-Executive Directors" which was published in January 2003. The UK Government instigated a Company Law Review and produced a White Paper in 2002. A number of proposals in the White Paper related to company reporting and a significant development was the requirement for companies to provide a mandatory Operating and Financial Review to provide information on the company's current and prospective performance and strategy. The economic crisis has prompted governments across the world to re-evaluate their financial regulatory framework, to try to tackle the causes of, and fallout from, the global downturn [11] . The UK Government has taken unprecedented action to prevent and contain future crises in the financial markets and support the broader economy focusing on stabilising the banking system to protect people's savings and the economy. The global financial crisis has revealed widespread and massive failures in risk management practices. Many economists, organisations and governments have suggested a link between weaknesses in corporate governance arrangements which did not serve their purpose to safeguard against excessive risk taking in a number of financial service companies. The Combined Code on Corporate Governance The Combined Code on Corporate Governance sets out standards of good practice in relation to issues such as board composition and development, remuneration, accountability and audit and relations with shareholders. All companies incorporated in the UK and listed on the Main Market of the London Stock Exchange are required under the Listing Rules to report on how they have applied the Combined Code in their annual report and accounts. The Combined Code contains broad principles and more specific provisions. Listed companies are required to report on how they have applied the main principles of the Code, and either to confirm that they have complied with the Code's provisions or - where they have not - to provide an explanation. In March 2009 the FRC announced a review of the Combined Code, as a result of which it proposes to make a number of revisions to the Code. Consultation on these proposals ends on 5 March 2010. Subject to the outcome of consultation it is intended that the revised Code - which will be known as the UK Corporate Governance Code - has applied sA„A±nce 29 June 2010.

GLOBAL REGULATIONS ON CORPORATE GOVERNANCE AND OECD PRA„°NCA„°PLES OF CORPORATE GOVERNANCE

The European Union significantly influences corporate governance in the UK. The European Commission's "Corporate Governance and Company Law Action Plan" (May 2003) proposed a mix of legislative and regulatory measures which would affect all member States relating to [12] : disclosure requirements; exercise of voting rights; cross- border voting; disclosure by institutional investors; and responsibilities of board members. And The OECD Principles of Corporate Governance were endorsed in 1999 and have since become an international benchmark for policy makers, investors, corporations and other stakeholders worldwide. They have advanced the corporate governance agenda and provided specific guidance for legislative and regulatory initiatives in both OECD and non OECD countries. The Principles are intended to assist OECD and non-OECD governments in their efforts to evaluate and improve the legal, institutional and regulatory framework for corporate governance in their countries, and to provide guidance and suggestions for stock exchanges, investors, corporations, and other parties that have a role in the process of developing good corporate governance. The Principles focus on publicly traded companies, both financial and non-financial. The degree to which corporations observe basic principles of good corporate governance is an increasingly important factor for investment decisions [13] . Of particular relevance is the relation between corporate governance practices and the increasingly international character of investment. International flows of capital enable companies to Access financing from a much larger pool of investors. If countries are to reap the full benefits of the global capital market, and if they are to attract long-term "patient" capital, corporate governance arrangements must be credible, well understood across borders and adhere to internationally accepted principles [14] . Even if corporations do not rely primarily on foreign sources of capital, adherence to good corporate governance practices will help improve the confidence of domestic investors, reduce the cost of capital, underpin the good functioning of financial markets, and ultimately induce more stable sources of financing. There is no single model of good corporate governance. However, work carried out in both OECD and non-OECD countries and within the Organisation has identified some common elements that underlie good corporate governance. The Principles build on these common elements and are formulated to embrace the different models that exist. For example, they do not advocate any particular board structure and the term "board" as used in this document is meant to embrace the different national models of board structures found in OECD and non-OECD countries. In the typical two tier system, found in some countries, "board" as used in the Principles refers to the "supervisory board" while "key executives" refers to the "management board". In systems where the unitary board is overseen by an internal auditor's body, the principles applicable to the board are also, mutatis mutandis, applicable. The terms "corporation" and "company" are used interchangeably in the text. The OECD Principles Of Corporate Governance is divided into two parts. A„°n the first part of the document : I) Ensuring the basis for an effective corporate governance framework; II) The rights of shareholders and key ownership functions; III) The equitable treatment of shareholders; IV) The role of stakeholders; V) Disclosure and transparency; and VI) The responsibilities of the board. In the second part of the document, the Principles are supplemented by annotations that contain commentary on the Principles and are intended to help readers understand their rationale. CONCLUSION This essay describes the global standards useful way of thinking about corporate governance. Corporate governance in continental Europe and in most of the rest of the world is fundamentally different. On the other hand global crA„A±sA„A±s can be effectA„A±ve all over the world. For thA„A±s reason producA„A±ng global standarts and bilateral internatA„A±onal agremeents between countrA„A±es can be solved thA„A±s dA„A±fferences. The integration of world capital markets makes such reforms on corporate governance.

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