The book is the first comprehensive consideration, since the UK Cadbury Report recommended a voluntary Corporate Governance Code, of the question whether Corporate Governance Codes are the most effective way of ensuring adherence to good corporate governance principles. There is no doubt that the idea of voluntary compliance with good corporate governance practices, based on the principle of ‘comply or explain’, has captured the imagination of the world. It is probably one of the best and most comprehensive examples of ‘self-regulation’ ever seen in any area where the society could be affected significantly, for current purposes by corporations.However, is this the most effective way of ensuring that corporations act responsibly and adhere to good corporate governance principles? Have these Codes really improved corporate governance practices significantly? Is it time for a rethink and, at least in certain areas, start to rely more on ‘hard law’ and clearer expectations to ensure compliance? All these issues are addressed in the book.
Progressive Corporate Governance for the 21st Century is a wide ranging and ambitious study of why corporate governance is the shape that it is, and how it can be better. The book sets out the emergence of shareholder primacy orientated corporate governance using a study of historical developments in the United Kingdom and the United States. Talbot sees shareholder primacy as a political choice made by governments, not a ‘natural’ feature of the inevitable market. She describes the periods of progressive corporate governance which governments promoted in the middle of the 20th century using a close examination of the theories of the company which then prevailed. She critically examines the rise of neoliberal theories on the company and corporate governance and argues that they have had a negative and regressive impact on social and economic development. In examining contemporary corporate governance she shows how regulatory styles as informed and described by prevailing regulatory theories, enables neoliberal outcomes. She illustrates how United Kingdom-derived corporate governance codes have informed the corporate governance initiatives of European and global institutions. From this she argues that neoliberalism has re-entered ex command transition economies through those United Kingdom and OECD inspired corporate governance Codes over a decade after the earlier failed and destructive neoliberal prescriptions for transition had been rejected. Throughout, Talbot argues that shareholder primacy has socially regressive outcomes and firmly takes a stand against current initiatives to enhance shareholder voting in such issues as director remuneration. The book concludes with a series of proposals to recalibrate the power between those involved in company activity; shareholders, directors and employees so that the public company can begin to work for the public and not shareholders.
As corporate states join the universe of nation states, the challenge of securing both corporate social responsibility and accountability becomes one of the core challenges facing the social and legal order. Bryan Horrigan s masterly, comprehensive account of this protean subject offers an assured guide for future thought and action. Paul Redmond, Professor, University of Technology, Sydney, Australia CSR continues to be one of the most important aspects of business in the global economy receiving much attention from business managers, government leaders and academics. While continuing to increase in prominence, there are many aspects and many approaches evolving in this global phenomenon. In this book Horrigan provides the most complete interdisciplinary analysis of these perspectives yet undertaken combining theoretical insights with practical examples while pointing the way forward towards future developments. David Crowther, Professor, De Montfort University, UK and Social Responsibility Research Network In this book Professor Horrigan brings together the many facets of, and perspectives on, the concept [of CSR]. . . and he places them in the context of the development of thought in the crossover from the 20th to the 21st century. . . I doubt whether such an ambitious and comprehensive account of the concept has been previously attempted. There is no doubt that it is a hugely important subject in today s world; and one which will not go away. I believe that the book will be valuable to all who need to deal with this issue, whether as government officials, regulators, businessmen, lawyers, academics, media commentators or concerned citizens. The Right Honourable Lord Butler of Brockwell KG, GCB, CVO, was Secretary of the United Kingdom Cabinet and Head of the Home Civil Service from 1988 to 1998. 1998 2008 Master of University College Oxford and a Non-Executive Director of ICI plc and of HSBC Holdings, also Chairman of the Board's Corporate Social Responsibility Committee This timely and thorough book offers one of the most wide-ranging, inter-disciplinary, and cross-jurisdictional analyses of corporate social responsibility so far in the 21st century. Professor Bryan Horrigan spans subjects as diverse and topical as global corporate responsibility and governance debates, practical guidelines for responsible businesses and their professional advisers, governmental roles in corporate social responsibility, corporations and human rights, and the new era of enlightened shareholder value . He also highlights an emerging transnational and comparative body of law, regulation, and practice on corporate social responsibility. Illustrated throughout with meaningful controversies and examples, the book also highlights the major recent global developments in corporate social responsibility already this century, focusing especially on Europe, the UK, North America, and Australasia, and charting its future regulatory and research directions worldwide. The book s scholarly foundation, up-to-date coverage, and accessible style will appeal particularly to academic researchers and students of corporate social responsibility in the fields of law, business, management, economics, and political science in a number of countries. It will also be of great interest and use to those whose work involves corporate social responsibility within government, business, and civil society.
Who should be allowed to call the shots in the boardrooms of U. S. Corporations? And what difference does it make for their growth and profitability? In the last decade, these issues have moved to the center of policy debates about the time horizons and competitiveness of U.S. companies. This book is an indispensable guide through the historical, legal, and institutional background for these corporate governance debates. It explains three broad views on the relationship among the governance, performance, and competitiveness of corporations, and examines the intellectual history, politics, and empirical evidence behind each argument. It also considers the effect that two trends will have on corporate governance: the growth and power of public employees' pension funds and the increase in the economic activity that comes from specialized services and customized production. Blair asserts that companies need to experiment with different governance arrangements, such as choosing directors to represent particular constituencies, or making more radical arrangements like leveraged buyouts or worker-owned companies. Public policy should encourage, or at least not impede, such experimentation.
In a dramatic departure from its voluntary origins, corporate social responsibility (CSR) is rapidly shifting to hold multinational companies accountable for more than traditional shareholder performance. This CSR movement is embracing new environmental, social and governance (ESG) frameworks that both promote global sustainability goals and enhance accountability for negative impacts businesses can have on ‘planet and people’. This collection of essays by leading businesspeople, international civil servants, legal practitioners, academics, and other experts offers a forward-looking and pragmatic perspective that illuminates the major themes in this movement towards increasingly sustainable, transparent and accountable business practices. The collection shows how CSR has evolved to account for societal pressures, environmental, climate change and human rights impacts, international policy imperatives and the practical challenges of regulating commercial activity that transcends borders. The chapters offer an in-depth examination of current issues including: international frameworks and multistakeholder initiatives catalysing foundational change; the shifting emphasis on corporate imperatives to avoid harm to third parties; trends in CSR, focused on assuring the planet's future sustainability and social stability; regulatory initiatives around the globe, including Europe, North America, Asia and Africa; and extended accountability for activities of corporate group members and supply chains. The pressure and business case for companies to incorporate CSR into corporate governance is intensifying with each quarter, shareholder meeting, and regulatory agenda. The integration of CSR and new ESG frameworks into multinational corporate strategy and operations is key to sustainable business models that can generate long-term value for the organization and all stakeholders. Their acceptance as cornerstones of 21st century business practice appears inevitable. Taking full account of the imperative for companies and their lawyers to grapple with the practical and legal challenges in this area, this volume is an invaluable and pragmatic addition to the practitioners’ toolbox at this important juncture in an ever-more dynamic field.
For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.
The role of boards in charting a wiser course for the future. We are at a crucial juncture in the evolution of business and the economy. In the wake of the financial crisis of 2008 and the subsequent global recession, we must now reshape the structures and practices of business leadership to avoid going down the same destructive path again. This is largely a question of governance - in particular, the role corporate boards must play in wrestling with critical issues like CEO performance and succession, executive compensation, and corporate strategy. Edited by Harvard Business School professor Jay Lorsch, the preeminent authority on corporate boards, The Future of Boards gathers thought leaders, CEOs, and some of the most experienced voices at Harvard Business School to describe the current situation, identify and analyze the most important issues at hand, and chart a wiser course for the future. The chapters include Bill George on how boardroom conflicts can be understood and managed; Krishna Palepu on how directors can gain the knowledge necessary to effectively oversee strategy; Lorsch himself and colleague Rakesh Khurana on how boards can set reasonable compensation while still motivating top talent; and Katharina Pick and Kenneth Merchant on group behavior pathologies in the boardroom and ways to overcome them. The book also includes point-counterpoint chapters by corporate governance experts David Nadler and Raymond Gilmartin on the right model for board leadership. The Future of Boards should be required reading for CEOs, business and industry leaders, policymakers, and anyone else seeking to influence and even reshape business in the twenty-first century.
The current theory of corporate social responsibility (CSR) is developing along three interwoven lines - oral, social, and environmental. Although everybody recognizes that although CSR is of growing concern in a globalized economy, it being at the top of the board of director's agenda and also good for business, there is no sign of consensus on its rules, structures, or procedures. Now, this collection of essays by leading jurists, businesspeople, and academics takes a giant step toward a more cohesive and durable set of principles that can contribute to a cleaner environment and a better society while respecting and protecting the interests of all stakeholders.
This insightful book focuses upon corporate governance processes, and explores the conditions required for effective corporate governance and control in 21st century globalized and financialized economies. In presenting a comprehensive study of a cross-border hostile corporate take-over process, describing the actors, institutions and events involved, this book examines and questions the current forms of corporate governance and control both from a national and a global perspective. Using Old Mutual s takeover of Skandia as a case study, the authors address corporate governance theory, and highlight its two fundamental dimensions: financial and operational flows. An important conclusion of the book is that the motives and theories of contemporary financial markets appear to have gained in importance at the expense of the corresponding operational considerations, something that has dramatically changed the rationales of different types of actors. The book critically questions these transformations, calling for the reconsideration and redesign of regulating institutions and corporate governance processes. This critical investigation of the competition for corporate control in the era of modern financial capitalism will prove a fascinating read for students, academics and researchers in the fields of corporate governance, finance and international business. It will also appeal to policymakers and practitioners within the realms of corporate finance, banking and the wider financial services industry.
