Corporate Boards and Corporate Democracy
HEADNOTE
SEC (Securities and Exchange Commission) and NYSE (New York Stock Exchange). These changes reflect a minimalist approach to corporate governance and its regulation. The intent is to provide the minimal amount of regulation of governance in order to keep investors committed to stock markets. Effective reform in corporate governance means making corporate boards more representative and democratic. This position draws on the work of legal scholars arguing for more diversity on US corporate boards and builds on the presumed advantages of diversity for better decision-making and strategy formulation. Among the proposals made are that there should be at least two candidates for each board seat, nominations should come from shareholders, the board and employees, and that a majority is required for election to the board. Board elections must also be ratified by a majority of employees of the firm. This is designed to provide a middle ground between the German concept of co-determination and the US approach of self-perpetuating oligarchic boards. There are many legal, ideological and political barriers to these forms but if representative governance and democracy are truly valued, they should be applied to an institution that has huge impact on the lives of individuals and communities in the contemporary world.
This paper argues that the US corporate scandals symbolised by Enron represent a challenge to corporate governance not adequately addressed by reforms of 2002 including the Sarbanes-Oxley Act and proposed rule changes by the
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chairman's corner When Congress passed the Sarbanes-Oxley Act of 2002, it legislated a substantial overhaul of our nation's securities laws that could reach beyond publicly ......
Issue To encourage the adoption of good corporate governance practices and complete and accurate disclosure of financial information. Position Statement ACB strongly supports the adoption ......
INTRODUCTION In the wake of corporate scandals such as Enron, commentators and stockholders alike fumbled for an explanation for how such massive fraud could be ......
IMAGE PHOTOGRAPH 1 Rocked by scandal after scandal, corporate America has spent the last few months soul-searching. Yet amidst all the headlines about accounting irregularities, ......
An important issue for a board and CEO is to consciously decide the position they wish to take on tax planning, rather than have it ......
An important issue for a board and CEO is to consciously decide the position they wish to take on tax planning, rather than have it ......
Bankruptcy is back. The use of Chapter 11 by large, publicly held firms was a subject of much debate in the academic and popular press ......
CHARLOTTESVILLE, Va. -- The CFA Centre for Financial Market Integrity, the thought-leadership and policy-setting arm of CFA Institute, today released The Corporate Governance of ......
Congress's hopes to reform corporate America have been pinned on the Sarbanes-Oxley Act of 2002. But--while the act contains some useful provisions--it is an expensive, ......
Reform of corporate governance is hindered by incremental approaches to improvement derived from management. A more powerful paradigm emerges from considering imperatives inherent in the ......
Insider control is making it difficult for many companies in transition economies to get management oversight and financing. This article draws on Japan's experience with ......
I. Introduction In a financial or horizontal keiretsu, corporations are linked together through an extensive network of corporate cross-shareholdings. Moreover, corporate members have close ties ......
European integration is making an important step forward with the coming of the Euro. Individual member states have harmonized a substantial part of their conjunctural, ......
If there was one distinguishing characteristic of the U.S. business environment in the 1980s it was the emergence of a powerful corporate governance device--the hostile ......
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