Publication: Corporate Governance : A North American Perspective
Loading...
Published
2006-05
ISSN
Date
2012-08-13
Author(s)
Editor(s)
Abstract
The recent wave of US corporate governance failures prompted a round of legal and regulatory reform which has attracted worldwide attention. The author's essay puts the debate into a wider context for the US. The missing link here is the rights of the shareholders in the US who have comparatively weaker rights than shareholders in some other countries, thereby making it difficult for shareholders to hold boards to account without prohibitive cost and effort. The message is that law and regulation must be seen to complement, and to facilitate market action, but not to substitute for it. That is a valuable insight from the author who is one of the world's most experienced and thoughtful corporate governance practitioners.
Link to Data Set
Citation
“World Bank. 2006. Corporate Governance : A North American Perspective. Private Sector Opinion; No. 3. © World Bank. http://hdl.handle.net/10986/11186 License: CC BY-NC-ND 3.0 IGO.”
Digital Object Identifier
Associated URLs
Associated content
Other publications in this report series
Journal
Journal Volume
Journal Issue
Collections
Related items
Showing items related by metadata.
Publication Malaysia : Report on the Observance of Standards and Codes (ROSC), Corporate Governance Country Assessment(Washington, DC, 2005-06)This ROSC assessment of corporate governance in Malaysia benchmarks law and practice against the OECD Principles of Corporate Governance, and focuses on listed companies. Important corporate governance reforms have been implemented in Malaysia since 1998, when a high-level Finance Committee on Corporate Governance, consisting of both government and industry, was formed to identify and address weaknesses highlighted by the Asian financial crisis. Key reforms have included the development of a comprehensive master plan to further develop the capital market, the demutualization of Bursa Malaysia, introduction of a Code of Corporate Governance, and changes in the composition and role of its Board of Directors. In 2004, disclosure rules and corporate whistleblower protections were strengthened. In 2005, major reforms commenced to overhaul government-linked corporations (GLCs). The report stresses that in order to further improve its corporate governance practices, Malaysia faces the following challenges: the government's level of equity ownership remains large; free float remains low; and directors' accountability and protection for minority shareholders need further improvement. In addition, the role of institutional investors and shareholder activism in the corporate governance framework needs to be strengthened. This report identifies several key measures that focus on enforcement and implementation, including: Continued and consistent enforcement of disclosure and reporting requirements by the Securities Commission, with a focus on quality of information provided; Implementation of legislative reform to strengthen directors' independence and accountability to investors; and Development of a legal basis for and promotion of an active institutional investor community.Publication The Effectiveness of Boards of Directors of State Owned Enterprises in Developing Countries(World Bank, Washington, DC, 2008-03)This paper aims to shed some new light on the conditions needed to ensure the effectiveness of Boards of Directors of state owned enterprises with a focus on infrastructure sectors. In the case of developing countries, empirical studies have found evidence of positive links between the composition of the Board of Directors and financial performance. Yet the lack of solid theoretical foundations, and in some cases poor data availability, makes the conclusions of most studies weak. Several policy recommendations emerge from the review of the economic literature and evidence from case studies. First, the introduction of a sufficient number of independent directors emerges as an important corporate governance milestone. Empowering them to exercise effective monitoring of management, however, may prove to be a formidable challenge for of state owned enterprises. More attention to board procedures, particularly related to the Board selection and evaluation process, is essential, to produce the necessary insulation of Boards from government interference. Ensuring sufficient continuity of services to directors is particularly crucial to improve corporate governance. In addition, other factors that may reduce directors' ability to monitor corporate activities, such as the age profile and the number of Boards on which they sit, need to be handled more carefully.Publication How Does Corporate Governance Affect Bank Capitalization Strategies?(World Bank, Washington, DC, 2013-10)This paper examines how corporate governance and executive compensation affected bank capitalization strategies for an international sample of banks in 2003-2011. "Good" corporate governance, which favors shareholder interests, is found to give rise to lower bank capitalization. Boards of intermediate size, separation of the chief executive officer and chairman roles, and an absence of anti-takeover provisions, in particular, lead to low bank capitalization. However, executive options and stock wealth invested in the bank are associated with better capitalization except just before the crisis in 2006. In that year, stock options wealth was associated with lower capitalization, which suggests that potential gains from taking on more bank risk outweighed the prospect of additional loss. Banks' tendencies to continue payouts to shareholders after experiencing negative income shocks are shown to reflect executive risk-taking incentives.Publication Uses and Limits of Conventional Corporate Governance Instruments : Analysis and Guidance for Reform - Part One(World Bank, Washington, DC, 2009-06)This private sector opinion seeks to demonstrate that while conventional governance mechanisms can be highly effective in many situations, they are not appropriate remedies in all contexts. In some cases, the prescribed medicine actually exacerbated the governance ailment that it was designed to cure. To illustrate, the rapid growth of executive compensation persisted and in some markets, accelerated after the introduction of individual executive pay disclosure. In the financial sector, the shift toward a board dominated by independent directors perceived by many to be key for effective monitoring of management ultimately proved to be its Achilles' heel as weak industry knowledge meant that non-executive directors were unable to pick up on warning signs of imprudent risk taking by management. This section will examine how the core set of corporate governance instruments comprising transparency, independent monitoring, economic incentives, shareholder rights, and financial liability has been applied to different issues and contexts. It will discuss the extent to which these mechanisms have been effective and analyze the limits of their application by surveying cases where they have failed to work as intended. In addition, it will set forth proposals to improve the use of specific tools and suggest how certain governance issues should be addressed.Publication Hungary : Corporate Governance Country Assessment(Washington, DC, 2003-02)This report assesses the corporate governance policy framework and enforcement and compliance practices in Hungary. Hungary has already invested considerable resources in upgrading its legislation to meet European Union Directives, and the legislative and regulatory framework dealing with corporate governance issues is robust. The major issues identified by this review include: (1) the general weakness of the supervisory board, which causes some non-compliance with several OECD Principles; and (2) a conflict between law and practice in the area of share registration, particularly the problems related to the ability of all shareholders to attend meetings and exercise their voting and other rights. Strengths and weaknesses are highlighted, and the policy recommendations made may be grouped under three categories: legislative reform, institutional strengthening, and voluntary/private initiatives. The report recommends creating a "share registration working group" to synchronize law and practice in the area of shareholder record keeping and voting. It also makes recommendations to be implemented as part of a Company Law update. Finally, the report promotes private sector initiatives and capacity building to build on legislative progress on corporate governance reform. It recommends developing a Hungarian corporate governance code of best practice, which would address key issues to include supervisory board roles and institutional investor responsibilities. The report also proposes that an Institute of Directors be created train supervisory board members, disseminate best practice, and promote dialogue between the public and private sectors. Together, these measures give issuers the choice to implement best practice and investors a benchmark against which to measure corporate governance in Hungary.
Users also downloaded
Showing related downloaded files
Publication Argentina Country Climate and Development Report(World Bank, Washington, DC, 2022-11)The Argentina Country Climate and Development Report (CCDR) explores opportunities and identifies trade-offs for aligning Argentina’s growth and poverty reduction policies with its commitments on, and its ability to withstand, climate change. It assesses how the country can: reduce its vulnerability to climate shocks through targeted public and private investments and adequation of social protection. The report also shows how Argentina can seize the benefits of a global decarbonization path to sustain a more robust economic growth through further development of Argentina’s potential for renewable energy, energy efficiency actions, the lithium value chain, as well as climate-smart agriculture (and land use) options. Given Argentina’s context, this CCDR focuses on win-win policies and investments, which have large co-benefits or can contribute to raising the country’s growth while helping to adapt the economy, also considering how human capital actions can accompany a just transition.Publication Lebanon Economic Monitor, Fall 2022(Washington, DC, 2022-11)The economy continues to contract, albeit at a somewhat slower pace. Public finances improved in 2021, but only because spending collapsed faster than revenue generation. Testament to the continued atrophy of Lebanon’s economy, the Lebanese Pound continues to depreciate sharply. The sharp deterioration in the currency continues to drive surging inflation, in triple digits since July 2020, impacting the poor and vulnerable the most. An unprecedented institutional vacuum will likely further delay any agreement on crisis resolution and much needed reforms; this includes prior actions as part of the April 2022 International Monetary Fund (IMF) staff-level agreement (SLA). Divergent views among key stakeholders on how to distribute the financial losses remains the main bottleneck for reaching an agreement on a comprehensive reform agenda. Lebanon needs to urgently adopt a domestic, equitable, and comprehensive solution that is predicated on: (i) addressing upfront the balance sheet impairments, (ii) restoring liquidity, and (iii) adhering to sound global practices of bail-in solutions based on a hierarchy of creditors (starting with banks’ shareholders) that protects small depositors.Publication World Development Report 2006(Washington, DC, 2005)This year’s Word Development Report (WDR), the twenty-eighth, looks at the role of equity in the development process. It defines equity in terms of two basic principles. The first is equal opportunities: that a person’s chances in life should be determined by his or her talents and efforts, rather than by pre-determined circumstances such as race, gender, social or family background. The second principle is the avoidance of extreme deprivation in outcomes, particularly in health, education and consumption levels. This principle thus includes the objective of poverty reduction. The report’s main message is that, in the long run, the pursuit of equity and the pursuit of economic prosperity are complementary. In addition to detailed chapters exploring these and related issues, the Report contains selected data from the World Development Indicators 2005‹an appendix of economic and social data for over 200 countries. This Report offers practical insights for policymakers, executives, scholars, and all those with an interest in economic development.Publication Classroom Assessment to Support Foundational Literacy(Washington, DC: World Bank, 2025-03-21)This document focuses primarily on how classroom assessment activities can measure students’ literacy skills as they progress along a learning trajectory towards reading fluently and with comprehension by the end of primary school grades. The document addresses considerations regarding the design and implementation of early grade reading classroom assessment, provides examples of assessment activities from a variety of countries and contexts, and discusses the importance of incorporating classroom assessment practices into teacher training and professional development opportunities for teachers. The structure of the document is as follows. The first section presents definitions and addresses basic questions on classroom assessment. Section 2 covers the intersection between assessment and early grade reading by discussing how learning assessment can measure early grade reading skills following the reading learning trajectory. Section 3 compares some of the most common early grade literacy assessment tools with respect to the early grade reading skills and developmental phases. Section 4 of the document addresses teacher training considerations in developing, scoring, and using early grade reading assessment. Additional issues in assessing reading skills in the classroom and using assessment results to improve teaching and learning are reviewed in section 5. Throughout the document, country cases are presented to demonstrate how assessment activities can be implemented in the classroom in different contexts.Publication Digital Africa(Washington, DC: World Bank, 2023-03-13)All African countries need better and more jobs for their growing populations. "Digital Africa: Technological Transformation for Jobs" shows that broader use of productivity-enhancing, digital technologies by enterprises and households is imperative to generate such jobs, including for lower-skilled people. At the same time, it can support not only countries’ short-term objective of postpandemic economic recovery but also their vision of economic transformation with more inclusive growth. These outcomes are not automatic, however. Mobile internet availability has increased throughout the continent in recent years, but Africa’s uptake gap is the highest in the world. Areas with at least 3G mobile internet service now cover 84 percent of Africa’s population, but only 22 percent uses such services. And the average African business lags in the use of smartphones and computers as well as more sophisticated digital technologies that catalyze further productivity gains. Two issues explain the usage gap: affordability of these new technologies and willingness to use them. For the 40 percent of Africans below the extreme poverty line, mobile data plans alone would cost one-third of their incomes—in addition to the price of access devices, apps, and electricity. Data plans for small- and medium-size businesses are also more expensive than in other regions. Moreover, shortcomings in the quality of internet services—and in the supply of attractive, skills-appropriate apps that promote entrepreneurship and raise earnings—dampen people’s willingness to use them. For those countries already using these technologies, the development payoffs are significant. New empirical studies for this report add to the rapidly growing evidence that mobile internet availability directly raises enterprise productivity, increases jobs, and reduces poverty throughout Africa. To realize these and other benefits more widely, Africa’s countries must implement complementary and mutually reinforcing policies to strengthen both consumers’ ability to pay and willingness to use digital technologies. These interventions must prioritize productive use to generate large numbers of inclusive jobs in a region poised to benefit from a massive, youthful workforce—one projected to become the world’s largest by the end of this century.