Corporate governance

About: Corporate governance is a research topic. Over the lifetime, 118591 publications have been published within this topic receiving 2793582 citations.

Pay without Performance: The Unfulfilled Promise of Executive Compensation

Abstract: This book provides a detailed account of how structural flaws in corporate governance have enabled managers to influence their own pay and produced widespread distortions in pay arrangements. The book also examines how these flaws and distortions can best be addressed. Part I of the book (titled The Official View and its Limits) critically examines the arm's length contracting view, which underlies much of the academic research on executive compensation as well as the law's approach to it. We show that boards have not been operating at arm's length from the executives whose pay they set. While recent reforms can improve matters, they cannot be expected to eliminate significant deviations from arm's length contracting. We also show that the constraints imposed by market forces and shareholders' power to intervene are not tight enough to prevent such deviations. Part II of the book (titled Power and Pay) shows how an understanding of the role of managerial power can help explain executive compensation practices. We provide a framework for assessing whether pay arrangements are a product of managerial influence. We discuss managers' interest in camouflaging the amount and the performance-insensitivity of their pay. Applying our framework, we discuss how managerial influence can help explain, among other things, the evidence on the relationship between managerial pay and managerial power; the use of retirement benefits and other compensation arrangements to provide stealth compensation; and the ability of departing managers to obtain more than their contractual entitlement. Part III of the book (titled Decoupling Pay from Performance) examines how managerial influence has operated to reduce the performance-sensitivity of executive pay. Among other things, we examine the structure of non-equity compensation, the design of conventional option plans, the use of restricted stock grants, and managers' freedom to unload options and shares. Part IV of the book (titled Going Forward) discusses how executive compensation - and corporate governance more generally - can be improved. We examine the extent to which pay arrangements can be improved by adopting board process rules, imposing shareholder approval requirements, and making pay more transparent. We conclude that problems with compensation arrangements cannot be fully addressed without ensuring that directors focus on shareholder interests and operate at arm's length from the executives whose compensation they set. To achieve this result, we argue, it is not sufficient to make directors independent of executives as recent reforms has sought to do; it is also necessary to make directors dependent on shareholders by changing the legal arrangements that insulate boards from shareholders.

Maximizing shareholder value: a new ideology for corporate governance

Abstract: Over the past two decades the ideology of shareholder value has become entrenched as a principle of corporate governance among companies based in the United States and Britain. Over the past two or three years, the rhetoric of shareholder value has become prominent in the corporate governance debates in European nations such as Germany, France and Sweden. Within the past year, the arguments for ‘maximizing shareholder value’ have even achieved prominence in Japan. In 1999 the OECD issued a document, The OECD Principles of Corporate Governance, that emphasizes that corporations should be run, first and foremost, in the interests of shareholders (OECD, 1999)

The Effects of Corporate Governance and Institutional Ownership Types on Corporate Social Performance

Abstract: The effects of institutional investor types and governance devices on two dimensions of corporate social performance (CSP) were examined. Pension fund equity was positively related to both a people (women and minorities, community, and employee relations) and a product quality (product and environment) dimension of CSP, but mutual and investment bank funds exhibited no direct relationship with CSP. Outside director representation was positively related to both CSP dimensions. Top management equity was positively related to the product quality dimension but unrelated to the people dimension of CSP.

Varieties of Participation in Complex Governance

Abstract: The multifaceted challenges of contemporary governance demand a complex account of the ways in which those who are subject to laws and policies should participate in making them. This article develops a framework for understanding the range of institutional possibilities for public participation. Mechanisms of participation vary along three important dimensions: who participates, how participants communicate with one another and make decisions together, and how discussions are linked with policy or public action. These three dimensions constitute a space in which any particular mechanism of participation can be located. Different regions of this institutional design space are more and less suited to addressing important problems of democratic governance such as legitimacy, justice, and effective administration.

Governing as Governance

Abstract: PART ONE: GOVERNANCE AS INTERACTION Setting the Stage Interaction PART TWO: ELEMENTS OF GOVERNING Governing Images Governing Instrumentation Governing Action PART THREE: MODES OF GOVERNANCE Self-Governance Co Governance Hierarchical Governance PART FOUR: ORDERS OF GOVERNANCE Problems and Opportunities (First-Order Governance) Institutions (Second-Order Governance) Meta (Third-Order Governance) PART FIVE: GOVERNANCE AND GOVERNABILITY Society, Governance and Governability Interactions, Governance and Governability