Corporate Governance Essay

ASX’s Corporate Governance Principle is one of the main sources of regulatory and best practice guidance on corporate governance topic; its approaches are considered to build a series of standard basis to administrate corporate behavior via modernising companies’ corporate governance in order to face both Australian and international market competitions. There have been 3 editions of corporate governance principles and recommendations, modified in

Corporate governance in itself has no single definition but common principles which it should follow. For example in 1994 the most agreed term for corporate governance was “the process of supervision and control intended to ensure that the company’s management acts in accordance with the interest of shareholders” (Parkinson, 1994)1. Corporate governance code is not a direct set of rules but a self-regulated framework which businesses choose to follow. This code has continued to change in the past 20 years in accordance with what is happening in the business world. For example the Enron scandal caused reform in corporate governance with the Higgs Report which corrected the issues which were necessary. Although it does not quickly fix problems, it gives a better framework to

Farrar, J. (2008). Corporate Governance: theories, principles and practice. 2nd ed. South Melbourne, Vic: Oxford University Press

Phenomenal growth of interest in corporate governance has emerged in recent years. The body of literature on the subject has grown markedly in response to successive waves of large corporate failures. Furthermore, there have been numerous attempts to define what constitutes ‘good corporate governance’ and to provide guidelines in order to enhance the quality of corporate governance.

Up to now no specific world-wide common understanding or single definition for “corporate governance” has been established. More generally, corporate governance can thus be understood as the totality of all national and international regulations (e.g. Sarbanes-Oxley Act), rules, values and principles (e.g. UK’s “Code of best practices”) that apply to businesses and determine how they are steered and monitored.

The article is written to help readers gain a solid understanding the roles of corporate governance, both inside and outside the company. Its goal is simply to impart information, not make claims or arguments on its own. I will be judging it mainly on the sources gathered, numerous examples and explanations given and the overall effectiveness it possesses in effectively communicating its ideas.

This exercise highlights some interesting trends. During the same 48-year period, the latter half of the 20th century achieved a far higher ROE than in the first half. This is true in nine of the ten industries, as return of equity is an essential criterion for Dupont analysis. This obvious inter-quartile range was revealed in almost every industry. Same thing applies for the Tobin’s Q which is researched. The reason why the dramatic rise during the past twenty years is basically the popularized use of “uncorporate” public structures. This corporate governance structure has a couple of key point for being so popular including the demand by investors for greater transparency. The Tobin’s Q suggests a bigger gap between the best and the rest of companies (Ciccotello, 2015).

Corporate governance is a critical concept in the commercial world of today with the idea originating initially from the U.S. The importance of corporate governance is made more considerable due to the increasing influence and consequences companies have on the daily lives of individuals and making up a large proportion of economic activity. Corporate governance can be shortly described as the whole framework within which companies operate. It is most likely the case that the shareholder value principle was not the only part of corporate governance which contributed to the

In general, the corporations work towards meeting the end goal of adding value to its shareholders and/or stakeholders, but the way this ‘value is added and who is given priority while adding this value’ depends on the ‘perspectives’ (session1 slides) corporations choose to fulfill the objective of the given corporation. Corporation structures involve executive management, board of directors and its internal and external stakeholders. The executive management are at the helm of running the company, executing strategy and managing company operations, while corporate boards are supposed to keep an ‘careful watch’ and guide executive management activity. Boards are primarily performing ‘advisory and monitoring’ functions i) by acting independently in the interest of the corporation ii) guide management by taking ‘un-biased’ stand and at times taking opposing viewpoint than the company’s management iii) select, evaluate, and compensate Chief Executive Officer(CEO) and executive management oversee succession planning(session1)iv) review and monitor company performance while minimizing company costs v) risk identification, risk mitigation and risk avoidance guidance, governance and vi) guidance to CEO and senior management around strategic and operational direction of the organization.

This review intends to explain the author’s U.S. corporate governance system. Moreover, it tries to explain the system and rules for making decision of the board of directors, managers, stakeholders, and shareholders. In “A Primer on Corporate Governance”, author Cornelis A. de Kluyver, dean of the University of Oregon, provides an explanation of the American system on corporate governance. De Kluyver writes this book for students and executives who wish to enter the world of management; that includes working or dealing with a board of directions in a corporation. This book intends to expand their knowledge of management and governance. The author starts by giving a summary on the history of the U.S corporate governance system. The first part of the book shows how important it is to keep a balance of power within the corporate governance. The second part of the book focuses on the responsibilities of the board, such as selection of CEO, risk management, strategy development, unexpected events and crises. Its purpose is to inform students and future executives of the importance of corporate governance and the function of the board of directors, because it seems that most people have received little to no formal training in these subjects.

The main reason to developing Corporate Governance is the protection of investors. Investors need not only reliable financial information, but also corporate governance information to be protected against unethical and dishonest behaviour by management or directors. Corporate Governance is the system which checks and balances both internal and external to companies. Besides, it meritorious to ensure that companies discharge their accountability to all their stakeholders. Moreover, Corporate Governance also acts in a socially responsible way in all areas of their business activity. (Solomon 2013). Thus, it is vital to analysis a company’s behaviours and evaluated its performance in Corporate Governance. (Monks. R and Minow N corporate governance 2009)

This research has opened my mind and also helped me understand to the development of corporate and its principles and how it was developed. This may sound a bit philosophical but that is how Corporate Governance has been born and developed. (The UK Corporate Governance Code, 2014)

With equity holdings around 50%, managers will have implicit control of their company, but still do not have objectives completely aligned to external shareholders. Only at very high levels of managerial holdings are incentives akin to other shareholders. When this model is applied to a large sample of firms incorporated in the UK, managerial ownership is seen to have a significant impact on corporate value. This relationship is endogenous, and consistent with Cho (1998) and Himmelberg et al. (1999), corporate value has a corresponding effect on managerial holdings. We also find that although ownership levels are affected by firm level investment, there is no evidence of the reverse occurring. In the next section we outline our model of the managerial ownership–corporate value relationship. We present empirical results in Section 3 and conclude in Section 4.

Diversity of a corporate board is important in terms of varying skill sets and experience of board members. The diversity brought by different board members allows a contrast in perspectives and opinions on how the benefit the corporation. A corporate board should have a separate director (with explicit rules and regulations) that is capable of properly managing. The director must also be capable to decide whether it is the corporation’s best interest to have CEO participation with a corporate board. Also, the board of directors make decisions for shareholders “as a fiduciary,” while seeking commercial stability of the company. The board of directors is in charge of hiring and firing executives. A poor structured board makes it almost impossible to fire ineffective officials, (Staff, page 1). To clearly see the accounting of a corporation, no corporation should stray away from clearly explaining the corporation’s accounting outcomes. The calculating of corporate incomes should always be shown in “stock-or options based on compensation.” There must be a productive commitment to engage with shareholders between company and its’ shareholders in order to have the best governing, (Commonsense Corporate Governance Principles, (n.d.), paragraph 5-9). Many executives and investors have made it their primary goal to get the most profit on quarterly earnings in contrary to long-term growth of the investments and company. At the corporate level,

The benefits are real and measurable. For one, good governance leads to higher market valuation. Buenaventura, a Peruvian company, managed to improve its corporate governance and the CEO estimates that these improvements resulted in an additional 20 per cent increase in market valuation. Better corporate governance also decreases the cost of capital and helps to attract and retain shareholders. Credit Suisse raised its valuation of Brazil Telecom from “hold” to “outperform” because of governance improvements.