Archive for the 'Books' Category

Corporate Governance Scorecards for assessing and promoting implementation of #CorpGov Codes

Corporate Governance Scorecards is a supplement to Toolkit 2: Developing Corporate Governance Codes of Best Practice and it focuses on how to use scorecards to measure the observance and implementation of such CG codes. It provides practical guidance and a step-by step approach on how to develop a corporate governance scorecard, presents different approaches to scorings based on the experiences of different scorecard users around the world, and shows how scorecards are adapted to local circumstances and the local corporate governance framework.

The supplement’s objective is to help (i) regulators assess observance of codes and standards of best practices; (ii) investors make informed decisions; (iii) companies and banks analyze gaps and shortcomings of their corporate governance practices against national standards; and, (iv) business associations and director training institutions evaluate governance practices of their members and help improve governance among their membership.

This new publication can be found here.

Resolución de Conflictos de Gobierno Corporativo

Herramienta4Este documento desarrolla el trabajo anterior del Foro que fomenta la capacidad de los países y compañías en su comprensión, desarrollo y aplicación de mejores principios y prácticas de gobierno corporativo. Proveer las herramientas que puedan ayudar a las instituciones a construir su capacidad y promover reformas en las competencias de las juntas directivas y las mejores prácticas es la fuente de nuestro éxito e impacto.

La guía y observaciones de este documento sacan a flote discusiones y materiales ofrecidos porparte de un amplio rango de expertos en gobierno corporativo y en MARC, profesionales y responsables de las políticas públicas. La experiencia en el diseño, la implementación y la evaluación de la resolución de conflictos en relación al gobierno corporativo se encuentra todavía en un estado incipiente. Existe poca información empírica acerca del uso de las alternativas al litigio en conflictos de gobierno corporativo y el rol que los MARC pueden jugar en la mejora y exigibilidad de las prácticas de gobierno corporativo. Descarga el documento aqui!

Firms Behaving Nicely: Incentives and Commitment by Michael Klein

Focus12_110x158pxEver since the rise of large firms in the 18th century, debate has been raging about how to combine economic efficiency and productivity with socially desirable behavior of firms. This paper reviews the debate starting with the classic corporate governance argument about shareholder rights. It discusses the potential incentives to exploit other stakeholders unduly and examines some mechanisms, beyond contracts and regulation, to cope with this exploitation.

In this light it considers reputational mechanisms, using the example of corporate social responsibility, and changes to the constitution of firms, with emphasis on the nonprofit form of enterprise. Based on evidence so far, the for-profit firm with mechanisms assuring sound shareholder rights remains preferable to the alternatives. However, scope for experimentation with mechanisms such as different classes of shareholders with differing voting rights may be socially useful, which suggests that global corporate governance principles thus should not be prescriptive in detail.  Download the publication here.

About the Author:

Michael Klein is a professor of development policy at the Frankfurt School of Finance and Management in Germany and a senior adjunct professor at the School of Advanced International Studies of Johns Hopkins University.

Foreword by Colin Mayer.

Corporate governance in Latin America – A guide for investors


BNamericas Report

As part of their Financial Services Intelligence Series, BNamericas has launched the publication “Corporate governance in Latin America – A guide for investors” by Andreas Grimminger.

“The inherent potential conflicts between the different stakeholders in a corporate structure manifest the need for corporate governance. Over the past decade, the major Latin American markets have seen various reforms in law and regulation, along with the issuance of voluntary corporate governance codes and the setup of institutes dedicated to the advancement of corporate governance. Nevertheless, critical issues still remain, many of which have great relevance for investors in Latin American companies. At the root of corporate governance issues in Latin America lies the concentrated ownership structure of corporations and lack of market depth in the region. Consequently, shareholder rights, especially for minorities, the handling of related-party transactions, the disclosure of company information, and nomination procedures for the board of directors all gain additional importance to align the interests of majority owners and external minority investors. This report addresses these issues and points out trends in corporate governance and challenges for investors.”

The report includes quotes and contributions from Latin American corporate governance experts Sandra Guerra, Santiago Chaher, Francisco Prada, among others.

Santiago Chaher, managing director of Cefeidas Group, points out that “in countries like Argentina where investors face the additional challenge of a more actively involved public sector, corporate governance becomes of great value—for example through strategy and effective controls—as a way to better articulate the public-private sector relationship.”

To access the report you must click here and be a BNamericas subscriber.

Who’s Running the Company: A Guide to Reporting on Corporate Governance

The “media” guide

Who’s Running the Company: A Guide to Reporting on Corporate Governance,” (pdf) will help journalists develop clear and compelling stories that examine how a company is governed. It was produced by IFC’s Global Corporate Governance Forum in partnership with the International Center for Journalists, a an organization that advances quality journalism worldwide. Topics include the media’s role reporting on corporate governance, how a board of directors functions, what financial reports reveal, and how to track down information that sheds light on a company’s performance in an informed way.

In an era of rapid globalization and volatility, entire economies can depend on how individual businesses are governed. “The recent financial crises have elevated the importance of good corporate governance,” says William Bulmer, Director of IFC’s Environment, Social and Governance Department. “There is a clear connection between well governed companies and better company performance, with benefits such as easier access to finance, improved efficiency, and enhanced market reputation. This media guide aims to support a better understanding of corporate governance, thereby helping promote much better communications on this important topic.” Continue reading and download the guide here!

Corporate Governance and Social Media: A Brave New World for Board Directors

New publication by Santiago Chaher and James Spellman. With foreword by Stephen Davis!

What should board members know about social media as it relates to a company’s ability to do business and safeguard its image? And what is the board’s role in helping a company make the best use of social media—and defending against its misuse? Two corporate governance practitioners provide insights on the power of new social technologies to shape boards’ decisions and bolster stakeholders’ influence.

“Corporate governance and social media are trends newly met, and market participants are only at the very beginning of a learning curve. Santiago Chaher and James Spellman do a powerful service by providing a forensic analysis of how social media work. The authors sketch out latest developments. Then they focus on what a forward-thinking board needs to know to ensure that the company is ready to manage the risks and take full advantage of the opportunities presented by social media.” From the foreword by Stephen Davis, Nonresident senior fellow in governance studies at the Brookings Institution, senior fellow at the Harvard Law School Program on Corporate Governance, and former Executive Director of Yale University School of Management’s Millstein Center for Corporate Governance and Performance. Download the PDF here.

Corporate Social Responsibility: Private Self-Regulation is Not Enough

While corporate social responsibility (CSR) has become an established part of the global landscape, there is no universal concept of CSR. How can we figure out what CSR actually is? What drives emerging countries to support a concept that they previously feared would pose a protectionist threat to them? Michel Doucin begins his article with a fascinating historical analysis of the CSR concept. He identifies its pioneers, including those in emerging markets, and the different interpretations of CSR. He concludes by arguing for genuine international rules to shape a universal CSR framework. The challenge is to build a balance between collective private self-regulation and government regulations.

Download the Private Sector Opinion #24 by Michel Doucin (pdf). Foreword by Olivier Maurel.

Pour lire la version française du texte, veuillez cliquer ici.

IGCLA launches book in Spanish: Gobierno Corporativo en Latinoamerica 2010-2011 (#corpgov in Latin America)

IGCLA Book in Spanish

Since 2009, eleven corporate governance institutes in Latin America have exchanged experiences and knowledge on corporate governance. This publication provides an updated scenario of corporate governance in Latin America, the latest developments, projects and future perspectives,  under the particular look of each member of IGCLA. (download the book in Spanish here!)

Desde el año 2009 varios institutos de gobierno corporativo de Latinoamérica se han reunido e intercambiado experiencias y conocimientos sobre gobierno corporativo. Es así como esta publicación ofrece un escenario actualizado en materia de gobierno corporativo en América Latina, los últimos desarrollos, proyectos y futuras perspectivas, bajo la particular mirada de cada miembro del IGCLA. (lea el libro aqui!)

Women on Boards: A Conversation with (Male) Directors


Research suggests that the presence of women on boards contributes to improving corporate performance. Yet, globally over 90 percent of directorships are held by men. To better understand the opportunities for and obstacles to increasing the number of women on boards, IFC invited over 15 prominent male chairpersons, CEOs, and directors of listed and unlisted companies across a range of industries and countries to share their opinions on how women add value to the corporate decision-making process. They offer practical ideas on how to encourage recruitment of women to boards through networking, training, and improving transparency of the director nomination process.

The publication (pdf) includes interviews with Gilberto Mifano (Brazil), Peter Dey (Canada), Zhang Shude (China), Ashraf Gamal (Egypt), Christian Strenger (Germany), Jaspal Bindra (India), Nasser Saidi (Lebanon), Patrick Zurstrassen (Luxembourg), Paul Chang (Malaysia), Zaffar Khan (Pakistan), Mervyn King (South Africa), Lars Thunell (Sweden), Yilmaz Argüden (Turkey), John Plender (United Kingdom), Peter Browning (United States), Patrick Chisanga (Zambia)… (continue reading and download the document!)

Why Does Corporate Governance Really Matter?

by Professor David Larcker and Brian Tayan for Stanford, July 19thm 2011.

New Book from Stanford Graduate School of Business Showcases Research into How Boards Can Govern Better.

“The debate on the role of boards in the wake of the financial crisis has created a lot of hype and rhetoric about corporate governance,” says David Larcker, who is James Irvin Miller Professor of Accounting and Director of the Corporate Governance Research Program at the Stanford Graduate School of Business and coauthor with Brian Tayan of the new book Corporate Governance Matters(FT Press). According to Larcker, many so-called experts are heavy on opinions about governance, but light on the facts.

“The FDA requires research on drug outcomes before approving a pharmaceutical,” he says. “Shouldn’t experts that prescribe ‘cures for bad governance’ be subject to a similar standard of review?”

In their book, Larcker and Tayan, a researcher at Stanford GSB, challenge the conventional wisdom of the many books, reports, and recommendations of blue-ribbon panels on what constitutes “good” governance. The authors researched hundreds of companies and interviewed many board directors to uncover the real-life consequences of corporate governance practices – from director independence to designing appropriate executive pay packages.

“A lot of people want to measure what’s measurable – we wanted to measure what’s informative,” says Tayan. “For example, certain lightning-rod issues, such as ‘excessive’ risk taking and CEO compensation, get a lot of attention from outside observers, while important issues that are considerably more difficult to assess – such as corporate strategy and succession planning – tend to get the short shrift.”

Trends Getting in the Way of Good Governance
“Our research shows that many emerging developments that were intended to improve governance – purportedly to avert the kind of financial disaster we just experienced – just don’t hold water,” Larcker explains.  (continue reading… )



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Blog da Governança

(in Portuguese) A weekly chronicle about shareholders' rights & duties, activism and capital markets regulation, by Renato Chaves.


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