Protecting Shareholders And Enhancing Public Confidence By Improving Corporate Governance

Protecting shareholders and enhancing public confidence by improving corporate governance: hearing before the Subcommittee on Securities, Insurance, and Investment of the Committee on Banking, Housing, and Urban Affairs, United States Senate, One Hundred Eleventh Congress, first session ... July 29, 2009.

Protecting shareholders and enhancing public confidence by improving corporate governance : hearing before the Subcommittee on Securities, Insurance, and Investment of the Committee on Banking, Housing, and Urban Affairs, United States Senate, One Hundred Eleventh Congress, first session ... July 29, 2009.

Even in the wake of the biggest financial crash of the postwar era, the United States continues to rely on Securities and Exchange Commission oversight and the Sarbanes-Oxley Act, which set tougher rules for boards, management, and public accounting firms to protect the interests of shareholders. Such reliance is badly misplaced. In Corporate Governance, Jonathan Macey argues that less government regulation--not more--is what's needed to ensure that managers of public companies keep their promises to investors. Macey tells how heightened government oversight has put a stranglehold on what is the best protection against malfeasance by self-serving management: the market itself. Corporate governance, he shows, is about keeping promises to shareholders; failure to do so results in diminished investor confidence, which leads to capital flight and other dire economic consequences. Macey explains the relationship between corporate governance and the various market and nonmarket institutions and mechanisms used to control public corporations; he discusses how nonmarket corporate governance devices such as boards and whistle-blowers are highly susceptible to being co-opted by management and are generally guided more by self-interest and personal greed than by investor interests. In contrast, market-driven mechanisms such as trading and takeovers represent more reliable solutions to the problem of corporate governance. Inefficient regulations are increasingly hampering these important and truly effective corporate controls. Macey examines a variety of possible means of corporate governance, including shareholder voting, hedge funds, and private equity funds. Corporate Governance reveals why the market is the best guardian of shareholder interests.

These principles of corporate governance, endorsed by the OECD Council at Ministerial level in 1999, provide guidelines and standards to insure inclusion, accountability and abilit to attract capital.

Annotation This report points the way to the establishment of trust and the encouragement of enterprise. It marks an important milestone in the development of corporate governance, and I cannot commend it too highly.--Sir Adrian Cadbury, London Recently, in Russia, a large share of the profits of an oil company was siphoned off by its controlling shareholder, leaving the company in debt to its creditors, employees, and the state. In the Czech Republic, millions of small shareholders lost their right to fair capital gains as tunneling schemes by insiders stripped privatized companies of their assets. Increasingly for developing and transition economies, a healthy and competitive corporate sector is fundamental for sustained and shared growth-sustained in that it withstands economic shocks, shared in that it delivers benefits to all of society. Presently, many developing and transition economies lack the supporting institutions and human resources so critical to sound corporate governance. The challenge for them is to adapt systems of corporate governance to their own corporate structures and implementation capacities, public and private, to create a culture of enforcement and compliance. For the first time, this report incorporates a framework that encompasses the widely differing regimes--political, economic, and social-within which corporations carry on their activities around the world. It recognizes the complexity of the concept of corporate governance and therefore focuses on the principles on which it is based.

This book addresses an essential need felt by many who seek to promote best business practices in China and East Asia – namely the need for culturally appropriate instructional materials (basic information, case studies and ethical perspectives) that will allow managers and entrepreneurs to understand and embrace the challenge of moral leadership in business. In an era characterized by globalization and the increasing importance of the economies of China, India, Japan and SE Asia, international business ethics must reflect the concerns of the people living and working in this area, the moral and spiritual traditions that have nurtured them and their specific contributions to sustainable development. This book presents twenty important case studies, taken from newsworthy events of the past few years, in which Asians and others have attempted to respond to this challenge. Each case study has been selected and shaped in order to highlight various aspects of doing business in Asia, starting with basic principles and moving on to the specific responsibilities that businesses have towards their various stakeholders. The authors contend that the best way to appreciate the relevance of Asian moral and spiritual traditions is to determine their specific contribution to virtue ethics, where the ancient traditions of both East and West converge in their focus on the qualities of moral leadership that form the basis of best business practice. Exploring the case studies will enable readers to appreciate the continued relevance of these ethical perspectives in Asian business. Best business practice clearly involves learning to do business and playing the game according to the rules; but the necessity of playing by the rules is not likely to become clear until one takes up the path that leads to a virtuous life in business, developing a moral character chiefly based on integrity.