research on corporate governance

Research on Corporate Governance

Thomas Clarke

Introduction

T here is much evidence of exponentialgrowth in research on corporate govern-

ance in the last five years. Increasing researchinterest and activity has occurred not only inthe United States where the subject is well-established as a significant focus of businessresearch, but also there is growing interestacross Europe, and indications the subject isbeing taken up more actively throughoutthe industrial world. As in any compara-tively new or under-researched area in thesocial sciences, the sudden minor explosionof interest has been accompanied by a gooddeal of doctrinal dispute over definitions ofwhat are appropriate governance issues, howthey might be researched, how results mightbe verified, and theory expounded.

The Centre for Board Effectiveness atHenley Management College organised anInternational Seminar on Corporate Govern-ance and Direction on 11±12 June 1997, toattempt to develop a degree of coherence inthe methodological approaches and theor-etical interpretations of the corporate govern-ance field. Led by Jay Lorsch of HarvardBusiness School, a group of fifty Europeanacademics focused upon researching `bestpractice boards'.

In his introductory remarks Bob Tricker,editor of Corporate Governance ± An Inter-national Review, commented on the kind ofresearch papers the journal attracted which``tend to be long on structure and little onprocess. They concern the physical forms andhave little about the relationships that makeBoards work. There is a search for bestpractice, but where is the theoretical under-pinning?'' Addressing the question of whythere was not more work on the processes ofboards, Tricker referred to the difficulty ingetting access; the problem of how to use thedata when the research relationship is with

the CEO of the company, or another seniordirector; the issue of price sensitive infor-mation if it is a public company beingresearched; and the question of the general-isability of the findings if it is a privatecompany under consideration, which tend tohave their own very distinctive personalities.Getting beyond uses of material in the publicdomain to what goes on beyond the door ofthe boardroom is the most critical task ofgovernance research, examining the networksand processes of relationships that composecorporate governance.

The corporate governance field lacks in-tegrated theory. Referring to the dominantagency theoretical perspective which has abounded view of organisation, and viewsdirectors as agent of shareholders, Trickersuggested this has led to the emphasis onconformance rather than performance inthe literature, as Fred Hilmer in StrictlyBoardroom argued the overemphasis onconformance is a consequence of the basicassumptions of agency theory. Looking atalternative theoretical approaches to govern-ance, stewardship theory and stakeholdertheory are gaining ground. But Trickerconcludes we do not have to have a singleparadigm for the philosophy of relation-ship between the individual, the firm andthe state.

Research on Boards in the USA

Jay Lorsch drawing on his experience includ-ing interviews with 1,000 directors for theresearch published as Pawns or Potentates: TheReality of US Corporate Boards (1989) assessedthe relative strengths and weaknesses offour principal methodologies for researchon boards of directors, moving from themore quantitative to the more interpretative(Table 1).

REPORTS 57

# Blackwell Publishers Ltd 1998. 108 Cowley Road, Oxford OX4 1JF, UKand 350 Main Street, Malden, MA 02148, USA. Volume 6 Number 1 January 1998

Table 1: Research methodologies in corporate governance

. Data Base SurveysData base analysis of published sources:

Examples:- Research based on FTSE 100; Fortune 500; Company Reports

Advantages- Broad sample- Possibility of generalisations

Disadvantages- Surrogate variables of people selected may not connect with reality- Focus on visible issues:

- Directors compensation- Board membership

- Cannot focus on internal board issues

. Questionnaire Surveys

Examples:- Conducted by Spencer Stewart and Russell Reynolds Consultancies- Describing current practices- Methodology of Pawns or Potentates

Advantages- Descriptive of reality- Can design sample- Inferences about cause and effect

Disadvantages- Response bias- Difficult to test causation

. Interview Surveys

Examples- Pawns or Potentates- Compensation Studies

Advantages- Respondents explain central relationships- Can explore issues interactively- Can focus on decision dynamics

Disadvantages- Access- Costly ± difficult to get access to large samples

. Boardroom Observation

Examples- Best method? Impossible method?- Exclude as possibility except as Board evaluator?

Advantages- Relationships may be studied- Group dynamics may be observed- Decision making may be analysed

Disadvantages- Access impossible- Legal aspects- Confidentiality

CORPORATE GOVERNANCE58

Volume 6 Number 1 January 1998 # Blackwell Publishers Ltd 1998

Lorsch cited the illustration of the Zajac1995 article in ASQ on measuring of boardvs. CEO power. Zajac had first looked atcompanies with separate chairmen andCEOs, and concluded in such companiesthe boards had more power. Then Zanjaclooked at Insiders vs. Outsiders, and as-sumes that the more outsiders there werethe more board power. Lorsch insisted thiswas not necessarily true, a focus on visibleissues and published data often concealedthe real processes occurring. A problem wasthat data surrogates don't work, Lorschargued. Lorsch described as a ``sickness insocial science'' that `èveryone is analysingthe hell out of data bases, when the bigquestion is the relation between the variablesand reality.''

Lorsch referred to the success of a doctoralresearcher at Harvard who applying a mixedmethodology had discovered the reasons whythe CEOs of IBM and Digital got fired.Questionnaires supported by interviewshelped understanding of the data. He sug-gested that retired company directors weremore accessible and often repositories ofwisdom. Other directors were often frustrated± ``when asked to talk about it ± it just poursout.'' In his research assisting disclosure bydirectors was facilitated by firstly issuing adisclaimer that ``We will publish nothingwithout your permission. If there is no per-mission, we will either disguise the company,or not publish at all.'' In reply to researcherswho felt the identity of the company wascritical to their analysis, Lorsch said, `Ìf youare interested in serious scientific research,mentioning the company is not necessary,only if you want to sell a lot of books!''

Discussing other potential researchmethods, with regard to the frequent use ofanecdotal evidence in governance researchLorsch said you have to trust the researcher tobe true to his data. ``Look at the greatscientific breakthroughs of the psychologists.

Freud based his work on limited cases, andPiaget ± watched his own kids''! Lorschdismissed the usefulness of board minutes,``Corporate Boards minutes in the UnitedStates are a disaster, written by very smartlawyers, tailored for a purpose ± if there wasever legal action. The only thing they tell youfor certain is what topics were discussed, andwho was there''.

Questioned on the validity of US experi-ence for the European mode of corporategovernance, Lorsch agreed the US commit-ment to shareholder value does not fit withthe European company. ``Silicon Valley en-terprises are geared to a strong emphasison shareholder value. German and Dutchcompanies have different perceptions offinancial goals. The definition of corporategovernance is involved with the distributionof wealth, position and information. It refersto power, shareholder value, performanceand structures. Corporate governance isthe exertion of influence over managerialdecision making by various stakeholders ±shareholders, employees, banks, and theimpact upon managerial decision making''.

Addressing the question of how do youcreate governance which reflects the realitiesof ownership now? Lorsch's response wasthat `ìn different systems, different partieshave power. In Germany there are mixedboards, but the money of employees is not ina pension fund, their money is in thecorporation''.

What do we mean by ``bestpractice''? Different theoriesabout boards

To understand corporate governance in anycountry Lorsch argued you need to under-stand a simple set of relationships (Figure 1).

It is possible to compare countries usingthe same model, for example to compare

. Mixed MethodQuestionnaires and interviews combined

Examples- Kang ± Harvard PhD ± Family Based Companies- Khurana ± Harvard PhD ± CEO Turnover, Why Fired?

Advantages- Captures advantages of various methods- broader data- closer understanding of causal relationships

Disadvantages- disadvantages which apply to individual methods minimised by comparison

REPORTS 59

# Blackwell Publishers Ltd 1998 Volume 6 Number 1 January 1998

Germany and the United States. Goals inthe United States to maximise shareholdervalue ± are accepted but not codified in law.In Germany the goals of the company arelegally stated: for Supervisory Boards to lookafter ``the long term health of the corpor-ation'' is the primary responsibility of theboard.

Lorsch discerned a clear historical pro-gression in the position of boards of directorsin the United States (Table 2).

According to Lorsch the pressures forimprovement in the recognition, responsi-bilities and performance of boards came frominstitutional investors; the reaction to poorcompany performance; and concern overrenewed compensation excesses. The institu-tional Investors held the majority of stock butvery little power. The pension funds of publicemployees such as CALPERS held equity in2000 companies but the largest investmentwas less than 1% of total equity in any onecompany. ``They held the whole market.''They could not sell the stock, so they created apressure group. ``Who was going to replaceMr Smith as CEO of GM. CALPERS and NewYork pension fund wrote letters to GM aboutthe succession, and caused immense pressurefor Boards to do something. The pension

funds only held 9% of the 60% of stock heldby institutions, but had the greatest influence.The mutual funds had a bigger share, but theybought and sold funds rather than gettinginvolved, ``They did it the Wall Street way.''

Worries about poor company performancein the 1980s were exacerbated by lay offs andrestructuring often coinciding with largeCEO/Chairman's bonuses. This concernedthe public and Washington, there appearedto be something fundamentally wrong. Sincein the United States about 50 different lawsimpact on corporate governance, though mostcorporations are incorporated in Delaware,and most other states follow Delaware, therewas plenty of opportunity for political andlegal intervention.

Opposing the forces for greater opennessand accountability Lorsch said were the con-cerns of CEOs, boardroom tradition and lackof directors time and knowledge. CEOs didnot like the idea that Boards were going tobecome more powerful. There were a lot oftraditions on how to do things, for example``you call the CEO for an informal word, butnever criticise the CEO in boardroom''. Therewas a tradition that board members shouldnot talk to each other outside of the boardroom and the chair of the board was the CEO.

owners

managers board of directors

Figure 1: A model of corporate governance

Table 2: Empowering corporate boards ± 50 years of corporate governance

1950s±60s Miles Mace (1971) ``Directors are ornaments on the corporate Christmas tree.''

1970s Initial stages of board independence/empowerment (concern particularly aboutactivities outside the United States, ``where were the directors?'' Proposed boardsshould have a majority of non-executives.

1980s Market for corporate control. Company takeovers from beginning to end of 1980s± focus on Boardroom receded, replaced by the discipline of the capital market.

1990 Empowering boards ± 1986 Lorsch stopped working on organisation behaviourand started corporate governance work, published Pawns and Potentates in 1989.



Lorsch recounted how extreme this practicecould become. ``GM had the directors flowninto New York in separate GM planes for theboard meetings. All had separate GM limou-sines, and they had no chance to talk to eachother. No one discussed anything. Mr Smith(the GM CEO) asked for motions, and no onediscussed them''. Other inevitably constrain-ing forces included how much time a non-executive director has, and how frequently theboard meets. A typical US board meets 5 or6 times a year, for half a day or slightly more.

Invalid assumptions about empowermentof boards often influenced CEO perceptions.Lorsch suggested:

. power is zero sum- if the board got more the CEO would

have less, but this is not true

. monitoring and advising are incompatible- it was believed you could not do both

things at the same time

. board composition is the problem- on a typical US board usually only the

CEO is an insider; sometimes the chieffinancial officer. Two thirds of inde-pendent directors are CEOs of theirown companies, others are bankers,ex-government, and academics. (Theformer US President Gerald Ford be-came a director of American Express,and when a researcher interviewed 100company directors ± he was the leastinformed.)

. directors power is derived from their legalposition- this is not true; the strength of a director

comes from group action and solidarity,``no CEO can resist 8 or 9 of peers whohave a view.''

Reviewing the work of best practice boardsLorsch outlined the central tasks:

. Monitoring Company and CEO Perform-ance

. Advising Management

. Acting as Agents of Change

Bill Allen, the eminent Delaware judge haddeclared that, ``Boards of directors in a rapidlychanging world can no longer wait for dis-

aster to strike. They have to monitor, toanticipate, and to prevent disasters''. Lorschagreed the directors of companies should actas agents of change, or if that was not possibleshould act by changing the CEO.

Defining the essential features of boardstructures, Lorsch identified:

1. Small size: a maximum of 8±12 members2. Outsider directors facility to meet alone3. Active board committees including:

- Audit- Compensation- Corporate Governance (Succession)

4. A separate leader for outside directors5. Well organised board information

Lorsch stressed the importance of lettingoutside directors talk to each other, ``to createa bond of governance.'' The consequent ac-tivities of best practice boards would include:

Annual review of CEO- based on mutually agreed upon goals- based on company performance- includes CEO self-assessment

Annual review of corporate strategy- How is it working- Is it consistent with the future environ-

ment- What changes is management proposing

(Table 3)

Annual appraisal of organisational health

The factors affecting the board's roleaccording to Lorsch are:

- their confidence in and relationship withthe CEO

- the company's performance history- the complexity of the company

Principles of the appraisal of boardperformance should include:

- appraisal of individual directors- appraisal of board structure, process and

activities- every 3 to 5 years- by directors and/or independent con-

sultants.

In conclusion Lorsch referred to the per-ennial problem of succession in boards ofdirectors. ``Board's renominate themselves,

Table 3: Board/management responsibilities regarding strategy

Formulate Approve Implement Review

Board [ [

Management [ [

REPORTS 61


like the pre-glasnost Soviet Republic, thereis only one party, the party of the board.The role of the nomination committee is todiscretely ask directors if a director should berenominated, though under US law all direc-tors are equal and there at the pleasure of theshareholders not other directors.'' Lorsch didnot hold out much hope of relationshipinvesting influencing the conduct and policiesof boards, ``this is smoke, no way can there berelationship investing, the power of the Boardis crucial. Warren Buffet makes just onedecision `buy or sell.' ''

Benchmarking boards: is it sensible?is it feasible?

The first of three workshops at the seminarled by Bernard Taylor considered the possi-bility of benchmarking boards of directors.Benchmarking is now commonly applied toaspects of businesses such as customer/clientrelationships, employee satisfaction, andsupply chain management. Benchmarking as-sumes objective standards and that standardsmay be compared. With regard to boardspotential subjects for benchmarking include:

Inputs- Board members ± quality- Information ± how presented- Time

Processes- Observable

Outputs- Decisions- Actions

Impact- Do Boards matter? ± Or are they window

dressing?

The board is a more complex managementphenomena than the processes normallymeasured in benchmarking surveys. Ques-tions that arise are whether there are toomany variables in board activity to allow anyaccurate form of measurement? Other argu-ments include the point that boards can takeaction for example to change the CEO whichappears to have an effect, but the perceptionmay be misleading. Another approach is tobenchmark against Codes of Practice such asCadbury in the UK, Peters in the Netherlands,or other corporate governance reports orstudies. Though important changes may haveoccurred in governance practices as a result ofthese reports, a problem with this approach isthe `tick-box mentality' that may have re-sulted, and the difficulty of a plethora ofcodes, some of which may conflict on some

issues. This has not deterred Business Weekfrom benchmarking boards of major UScorporations (``The Best and Worst Boards'',November 1996). This was done by employ-ing two panels, one of experts in corporategovernance, the other representative of in-vestors. The California public employeespension fund, CALPERS also publishes listsof worst performers to exert pressure forimprovement.

This again raises the question of whetherwe can generalise about different boards?They operate under different laws; are sub-jected to different investment patterns; oper-ate in different industries; and in the lastanalysis are completely different companies.How then can we benchmark board pro-cesses? One method is to look at inputs onkey tasks; another is performance monitoring;and a third adherence to ethical standards.Phillip Haspeslagh, of INSEAD suggested itis highly problematic. ``The processes aredisconnected, there has not been a studyable to link board quality with performance.''He offered a useful diagram of processes ofboard self-assessment (Figure 2). Anotherproblem is that benchmarking surveys areoften confined to the largest companies, hasthere been any attempt to benchmark smalland medium sized companies? (Monkhouse1995). Jay Lorsch's response to the BusinessWeek benchmarking survey was unimpressed,``Do you know how they got the data? Comeon. They are interested in sensation ratherthan research!'' He referred to the pensionfund of the Teamsters who conducted asurvey of the US 10 worst directors, ``theyfound out how many boards you were on andif you were on too many ± you were one ofthe US worst directors. The Business Weeksurvey is based on what is observable andavailable. They want to do a survey that willsell magazines. There is no interest or knowl-edge in what goes on in boards. If we aregoing to do benchmarking ± how do we getcomparative data on what is important?''

Theory building

A second workshop considered the ways todevelop corporate governance theory. DavidNorburn indicated the different disciplinaryroots of different theoretical approaches,including economics, psychology, sociologyand accountancy. This led to a segmentationof theories often to explain micro-level be-haviour. Governance theory generally wasnot robust or well-rooted. We must attemptto understand what is going on first, ratherthan hammering theory into the space avail-



able. Philip Stiles considered the best wayforward for theoretical work. A problem wasthat much theory was prescriptive, there wasa need for descriptive research. The field wasdistinguished by a lack of behavioural studiesand of fine grained studies. There was toomuch rationalisation of activity, and a need todemystify board behaviour. No overarchingtheory existed, and Stiles offered an instruc-tive table of the dimensions of competingtheories of corporate governance (Table 4).Agency, stewardship, resource dependence,stakeholder, managerial hegemony, and classhegemony theories all had distinctivelineages and influences.

Producing accurate case studies

There is a rich and growing array of corporategovernance case studies, however the usualquestions apply to these as apply to businesscases generally. How accurate, relevant andcurrent are they? Are they interdisciplinarybut accessible, focused but real? Do they

provide insights without oversimplifying,and highlight issues without excessivelength? Are they truthful without betrayingconfidences, and methodologically sound,informed but detached? The sources ofinformation for case studies on governanceare particularly acute. Though it is oftendifficult to get CEOs or chairmen to talkunless they are particularly confident, thereare other sources which may be approachedincluding interested company secretaries,ambitious finance directors, disinterestednon-executive directors, institutional share-holders analysts, investigative financial jour-nalists, regulators, and professional bodies.Jay Lorsch commented that the HarvardMethod of teaching was based on casestudies. ``We use a string of cases to illustratepoints, but you cannot expect a case to bereplicated. Cases have limitations, and theycannot be generalised from.''

There is a paradox that the best governancecase studies are of the worst practice. Thereasons for this are that these are the cel-ebrated cases of fraud and disaster for which

InputProcesses

InputsBoardProcesses

BoardTasks

Performance

SelectionProcess

Composition- Size- Profile

Formal/Informal

PerformanceMonitoring

AccessProcess

InformationQualityStandards

Strategy

CEO/Team

RegulationEthicsCompliance

BoardSelfEvaluation

Time

" " " " "

" " " "

"

" " "

"

""

~ ~ ~ ~

Figure 2: A process view of board assessmentSource: Phillipe Haspeslagh, INSEAD, 1997

REPORTS 63


there are large amounts of official informationavailable. In Bob Monks (1995) book all ofthe US company cases are of corporations incrisis, and concern the ways the companiesextricated themselves from their predicamentthrough reforming their governance proce-dures (Table 5). In Tricker's (1994) book thereare 45 cases, many of which deal with diffe-rent effective ways to conduct corporate gov-ernance in different environments around theworld. However the cases of well governedcompanies tend to be smaller companies, andthe larger cases mainly concern celebratedcorporate disasters (Table 6). If research onbest practice of boards is in its early stages,we need to move beyond a pathology of sickcompanies, to a study of healthy companies,and how governance appears to connect withhigh performance commercially.

Does board performance affectcompany performance and howwould you prove it?

In the final session of the seminar Lorschtackled the most difficult question of all

which is whether boards can influence com-pany performance. The first imperative inassessing the contribution of any board is toput the role of the board into properperspective. ``Boards should not and cannotrun the company, assuming the board is notcomposed of all inside directors. They do nothave the time, knowledge or skills'' Lorschinsisted. A realistic view of the role of theboard was:

Strategic performance- Approving strategy- Checking progress in execution- Calling for adjustments and

changes

Management Development and Succession- Approving overall approach- Checking progress- Setting goals for needed change

Rewarding and Evaluating the CEO

Monitoring Legal and Ethical Conduct

Acting as Change Agents- Resulting from monitoring- Through counsel and advice- Replacing the CEO as last resort

Table 4: Derived from Philip Stiles, London Business School (1997)

Dimension Theoretical Perspective

Agency Stewardship ResourceDependence

Stakeholder ManagerialHegemony

ClassHegemony

Board Role Ensurematchbetweenmanagersandshareholders

Ensure thestewardshipof corporateassets

Reduceuncertainty;boundaryspanning

Inclusivepursuit ofstakeholderinterests

Board`a legalfiction'

Perpetuateelite andclasspower

TheoreticalOrigin

Economicsand finance

OrganisationTheory

Sociology Politics,Law, andManagementTheory

OrganisationTheory

Sociology

RepresentativeStudies

Fama andJensen (1985)

Donaldsonand Davis(1991)

Pfeffer(1972)

RSA (1995) Mace (1971) Mills(1971)

Jensen andMeckling(1976)

Donaldsonand Davis(1994)

Pfeffer andSalancik(1978)

Blair (1995) Lorsch andMacIver(1989)

Useem(1980)

Kosnik(1987)



Dealing with CrisisGradual Crisis

- Monitoring the position- Encouraging change

Sudden Crisis- Visible events- Rapid response necessary

In the UK system board's may be moreactive because there are more insider direc-tors. In conclusion Lorsch emphasised theimportance of group dynamics and groupprocesses to effective governance ``Where it isreally at, is in the quality of interaction in theboardroom ± whether the board work welltogether. All of the focus of institutionalinvestors is on peripheral, measurablephenomenon, but they do not get at what isreally effective, what determines the successof the company.''

Conclusion

Convinced that a rich seam of potentialresearch had been unearthed, the seminarconcluded by making a collective decision toactively pursue Bernard Taylor's proposal toform a European Network for CorporateGovernance Research (ENCORE), with a viewto organising a major international conferencein 1998.

References

Blair, M. Ownership and Control: Rethinking Corpor-ate Governance for the 21st Century, Washington:Brookings Institution.

Donaldson, L. and Davis, J.H. (1991) ``StewardshipTheory or Agency Theory: CEO Governance and

Table 5: R.A.G. Monks and Minnow. Corporate Governance. Blackwell, 1995. Case Studies: Corporations in crisis

Issues Companies

GeneralMotors

AmericanExpress

TimeWarner

SearsRoebuck& Co

ArmandHammer &OccidentalPetrol

Polaroid CarterHawleyHale

EastmanKodak

Shareholders X X X XShareholder

valueX

Losses X X XRestructuring XTakeover X XMergerAcquisition X X XOrigins X X XTransformation XQuality XCompetitiveness X X XDiversification X X XStrategy X X XAGM XSuccession X X XInterlocking

directorshipsX X

Boardperformance

X X X X X

Boardrepresentation

X X X X

Structure andprinciples

X X X X X X X

Financial aspects X X X X X X XChairman/CEO X X X X X

REPORTS 65


Shareholder Returns,'' Australian Journal of Man-agement, 16: 49±64.

Donaldson, L. and Davis, J.H. (1994) ``Boards andCompany Performance,'' Corporate Governance ±An International Review, 2: 141±50.

Fama, E. and Jensen, M. (1985) ``Separation ofOwnership and Control,'' Journal of Law andEconomics, 26: 301±26.

Hilmer, F.G. (1993) Strictly Boardroom: ImprovingGovernance to Enhance Company Performance,Report of the Independent Working Party intoCorporate Governance, Sydney: The BusinessLibrary.

Jensen, M.C. and Meckling, W.H. (1976) ``Theory ofthe Firm, Managerial Behaviour, Agency Costsand Ownership Structure,'' Journal of FinancialEconomics, October, 305±60.

Kosnik, R.D. (1987) ``Greenmail: A Study of BoardPerformance in Corporate Governance, Adminis-trative Science Quarterly, 32: 163±185.

Lorsch, J. and MacIver, E. (1989) Pawns orPotentates: The Reality of America's CorporateBoards, Cambridge, MA: Harvard UniversityPress.

Mace, M. (1971) Directors: Myth and Reality, Boston:Harvard Business School Press.

Mills, C.W. (1956) The Power Elite, Oxford Uni-versity Press.

Monkhouse, E. (1995) Benchmarking SMEs: Inno-vation, Quality and Performance, Doctoral Thesis:Leeds Business School.

Pfeffer, J. (1972) ``Size and Composition ofCorporate Boards of Directors: The Organis-ation and Environment,'' Administrative ScienceQuarterly, Vol 17: 218±227.

Pfeffer, J. and Salancik, G.R. (1978) The ExternalControl of Organisations: A Resource DependencePerspective, New York: Harper and Row.

RSA (1985) Tomorrow's Company ± Final Report,Tomorrow's Company Inquiry, London: RoyalSociety of Arts.

Useem, M. (1980) ``Corporations and the CorporateElite,'' Annual Review of Sociology, 6: 41±77.

Thomas Clarke is Professor of CorporateGovernance at Leeds Business School. Heis author of Changing Paradigm (1998) withStewart Clegg.

Table 6: R.I. Tricker, International Corporate Governance: Text, cases & readings, Prentice Hall, 1994

Issues Companies

Drexel,MichaelMilken

Hansonand ICI

KoitoandT. BoonePickens

GuinnessandDistillers

NomuraSecurities

Procordia ToyotaMotor

RecruitCorporation

La SocieteGeneralede Belgique

RobertMaxwellMGN/MCC

Shareholders X X XShareholder valueLosses X XFraud X X X X XRestructuring XTakeover X X X X XMerger X XAcquisitionOrigins X XTransformationQuality XCompetitiveness X XDiversificationStrategy X X X XTransparency X X X X XAGMSuccessionInterlocking

directorshipsX

Board performance X XBoard representation X X XStructure and

principlesX X X X

Financial aspects X X X X XChairman/CEO X X X X X



research on corporate governance

Documents