International Standardisation of Good Corporate Governance Best Prac
In International Standardisation of Good Corporate Governance - Best Practices for the Board of Directors the Academy of Directors (AoD) presents a multidisciplinary approach for the governance of a company. The AoD also aims to use the interaction betwee
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International Standardisation of Good Corporate Govemance Best Practices for the Board of Directors
by
Lutgart Van den Berghe The Academy of Directors. De Vlerick School of Management
in collaboration with
Liesbeth De Ridder The Academy of Directors
SPRINGER SCIENCE+BUSINESS MEDIA, B.V.
A C.I.P. Catalogue record for this book is available from the Library of Congress.
ISBN 978-1-4613-7362-9 ISBN 978-1-4615-5185-0 (eBook) DOI 10.1007/978-1-4615-5185-0
Printed on acid-free paper
AH Rights Reserved © 1999 Springer Science+Business Media Dordrecht Originally published by Kluwer Academic Publishers in 1999 Softcover reprint of the hardcover 1st edition 1999 No part of the material protected by this copyright notice may be reproduced or utilized in any form or by any means, electronic or mechanical, inc1uding photocopying, recording or by any information storage and retrieval system, without written permission from the copyright owner.
CONTENT INTRODUCTORY CONSIDERATIONS REGARDING THE RESEARCH METHODOLOGY
1
SYNTHESIS AND FINAL CONCLUSIONS
3
PART I.
CORPORATE GOVERNANCE: IN SEARCH OF THE CORRECT FRAME OF REFERENCE
1.
Standardisation regarding Corporate Governance?
11
1.
12 12
Can the international codes be used to develop an own code?
2. What could be an ideal approach to the development of an own Corporate Governance code?
2.
3.
Corporate Governance : relevance of the debate
15
l.
15
Mixed opinions about the importance of Corporate Governance
2. Evidence of the effects of good Corporate Governance
17
Corporate Governance : in search of a useful definition
19
1.
20 20 22 23 24
Origin of the concept
2. Literature survey 3.
Balancing the interests of the parties involved
4. Governance and the mission of the entreprise 5.
Governance : deep geographical and historical differences
4.
Corporate Governance in a historical perspective
27
5.
Corporate Governance in a geographical perspective
39
l.
The Anglo-Saxon versus the Rhineland model
2. The shareholders' versus the stakeholders' model 3.
The outsider versus the insider model
4. Further differentiation of the Corporate Governance models
6.
Systematising the relevant determining factors and optional issues regarding sound governance
39
40 41 42
43
Content
vi
7.
Is there greater convergence between the different systems of Corporate Governance 1. Growing consensus on the need for more responsibilities Converging Corporate Governance? 3. Convergence instead of extrapolation? 2.
PART II.
47 47 48
49
CORPORATE GOVERNANCE STANDARDS ANDCODES:ACO~ARAT~
INTERNATIONAL ANALYSIS
8.
Type of recommendations and enforceability 1.
2. 3. 4. 5. 6.
9.
Standardisation regarding Corporate Governance: a dynamic and long-term process Typology of recommendations in terms of enforceability Degrees offreedom Levels of justification Proposals for an international approach Search for the ideal balance
Management versus Board of Directors 1.
2
Type of Board of Directors CEO versus chairman of Board of Directors
10. Independence
