PROF. MARC GOERGEN ON CORPORATE GOVERNANCE

Sometimes following so called  best practice  in corporate governance is just not good enough. Or what is currently best practice at the national level could not even be deemed to be good. This might be the case for firms based in emerging markets where corporate governance regulation is weak and the regulation that exists is not necessarily enforced. However, even some firms from developed economies, with relatively stringent regulation and good law enforcement, may feel that their national corporate governance standards are not good enough.  In 2007, while holding a chair in finance at Sheffield University, I organised a conference on contractual corporate governance  with the help of  Prof. Luc Renneboog  from Tilburg University. We defined contractual corporate governance as The ways and means by which individual companies can deviate from their national corporate governance standards by increasing (or reducing) the level of protection they offe...

In February, I wrote a blog about the UK approach to corporate governance , which started with the Cadbury code. I argued that we need to review the UK approach as it is not enough evidence based. A few years ago, I organised a conference on corporate governance at Cardiff Business School . One of the participants, one of the authors of an important review of UK corporate governance which was commissioned by the UK government, expressed utter surprise at the fact that there was indeed research being conducted on corporate governance. It seems weird that policy makers and executives have so little awareness and knowledge of corporate governance research, which by its very nature is highly practice oriented and often also has important policy implications. Why would this be the case? Imagine that your general practitioner (GP) refuses to keep up with recent developments in medical research. What would be your reaction? You would very likely lose confidence in your GP and try to find a...

Improving diversity on corporate boards is definitely on the agenda, and increasingly so. Typically, diversity is limited to gender diversity. Unfortunately, we still seem to be light years away from a broader approach to diversity, including diversity in terms of age, race, culture, religion and other personal attributes. So is increased board diversity good or bad? There are many commentators on social media who unequivocally advocate greater diversity and equate increases in diversity to shareholder value creation. Here is just one recent example from Twitter: Yes, #diverseboards create value MT“ @TheWomanEffect : Gender #diverseboards – a financially significant issue? http://t.co/2dC87UW8 ” #corpgov — Tommaso Arenare (@tommaso_arenare) March 9, 2012 The author of this Tweet is obviously convinced that greater diversity is always good and that there is no doubt whatsoever about this. So what does the academic literature tell us? First of all, and this comes as no...

It is now more than 20 years since the Cadbury Committee's Code of Best Practice , commonly known as the Cadbury Code , has been published. While at first its focus was on financial fraud as a reaction to corporate scandals such as Coloroll and Poly Peck, its remit was extended after the Robert Maxwell and BCCI scandals. A common feature of most of these scandals was a domineering chief executive officer (CEO) combined with a weak board of directors. This kind of problem is commonly referred to in the academic literature as the principal-agent problem . This problem arises in widely held firms that are owned by many small shareholders who tend to be passive and who tend not to get involved in the running of the firms they have invested in. This problem is effectively caused by conflicts of interests between the managers (the agents) and the shareholders (the principals). While the managers are expected to run the firm in the interest o...

Ed Miliband thinks that all private equity investors are bad, "stripping assets for a quick buck ... [and that] they aren't the values of British business" . So is he right or wrong? Similar to most other politicians, Ed Miliband is right and wrong. In what follows, I shall focus on the effects of private equity acquisitions on employees as there is an existing body of academic research studying that particular link. This research suggests that, on the whole, private equity acquisitions are good for employees, resulting in increases in employee numbers as well as improvements in employment practices and employee voice. However, most of this research does not distinguish between the different types of private equity investors. Nevertheless, I first want to define what I mean by private equity . Private equity involves the acquisition of a public firm or at least the facilitation of that acquisition. The firm is taken private in a so called public-to-private (PTP...

My textbook "International Corporate Governance" has been shortlisted for the Management Book of the Year 2013 award by the Chartered Management Institute (CMI). The CMI received 137 entries across 5 categories. In October 2012 the CMI shortlisted 25 of the entries for the award. The winner in each of the 5 categories as well as the overall winner will be announced on 28 January 2013 at the British Library Conference Centre. I had been toying for a long time with the idea of writing a textbook on corporate governance. However, it was only when I moved to Cardiff Business School and was asked to teach an entire course on corporate governance that I seriously started thinking about this. When I was designing the course I felt uneasy about adopting one of the existing textbooks. I found these to be very limited in terms of their scope and their view of corporate governance. Not only were these textbooks Anglo-centric, but they also limited corporate governance to account...