Corporate Governance
Two different, yet related corporate governance definitions have been presented in this paper (Mallin, 2006: 3). Sometimes they cause confusions and controversy and ultimately affect the implementation of tightening of governance (Windsor, 2009).
The 1992 Cadbury Report, which presented the major proposals for tightening governance, described governance as the system through which firms are managed, regulated and supervised (Cadbury, 1992: 15). The fundamental agency idea emphasizes that corporate governance has to deal with those ways in which corporate financial suppliers guarantee themselves of attainment of a positive return on investment (Shleifer and Vishny, 1997: 737). Corporate Governance can be described more generally (Weil and Manges, 2002: 1). The OECD principles, which were revised in 2004 explain the governance as a set of stakeholder job relationships along with the structure for defining, achieving, and monitoring corporate goals as well as performance (Mallin, 2006: 3).
The mixture of these two definitions directly affects the organizational design of control, which focuses on top management. The difference between two definitions is related to the role of stakeholders, which have no investment in the company. The agency view of the governance has restricted the governance only to the financial stakeholders. On the other hand, the OCED principles broaden the governance role to other stakeholders as well. EU requires both; tightening of governance and increase expenditure on CSR. UK bases study also suggests the broader stakeholders approach (Windsor, 2009).
The OECD Corporate Governance principles: External Control of Corporations
The main OCED principles revolve around stockholders and cutsomers. The financial stakeholders have become more active as observed at Telstra in Australia (Washington, 2007). The management should understand the growing concern. The short-term profitability initiatives by stock-based managerial incentives do not lay foundation of sustainable long-term strategy (Zhang et al., 2008).
This growing pressure is direct result of corporate scandals and financial crisis since 1980s. Given the recent financial scandals (Harris, 2008), the U.S. stock exchanges have tightened the listing requirements. Corporate scandals destroy the reputation of corporate sector (Fombrun, 2006), and they led to Sarbanes-Oxley Act of 2002 (SOX). Like UK and U.S., the EU nations are also facing the growing demand of strict corporate governance. MNCs should operate in complete compliance with local and host country's laws (Windsor, 2009).
Some pressure is from the government side as we observe in the U.S. response to the global scandals by Foreign Corrupt Practices Act of 1977 (FCPA), which make it compulsory for every kind of organization to maintain the record of record keeping. There is a handsome debate in the U.S. circles over the cost and benefits of SOX (Brick and Chidambaran, 2008). Since late 2006, lots of governments across the globe have increased their market interventions, now the public companies will have to address the significant cross continental and governmental concerns (Boddewyn, 2007).
Earlier, OCED issued its guidelines in 1976 and revised them in 2000, which state that a company should not only support but also uphold high-quality corporate governance standards. Furthermore, it should not only develop but also apply these governance practices (OECD, 2000: 19). These comprehensive guidelines motivate the firms in communicating not just social but ethical, and environmental policies, as well as, codes of conduct, and material information, with regards to governance and its structure, key policies, management and stakeholder associations (OECD, 2000: 5, 20).
A very significant occurrence has taken place in various countries; where the inquiries are being conducted into corporate governance standards and practices (Erakovic, 2007). This is especially true after the publication of OCED principles. The London Stock Exchange (LSE), for instance, constituted the Cadbury Committee after the major British corporate scandals. The 1992 Cadbury presented a report which contained 19 suggestions in a non-binding Code of Best Practice for recovering financial performance, which were developed after the study of companies, which were generally well managed (Cadbury, 2006:21-22). These recommendations stay the central prescriptions for corporate governance standards and practices. Annual disclosure statements were required by LSE in reference to the study the reasons for non-compliance and its areas (Cadbury, 2006: 23). Since many prescriptions proved contentious or inadequate, so, there were various studies conducted afterwards (such as the Greenbury Report in 1995 and the Hampel Report in 1998) and a Joint Code (Jones and Pollitt, 2004). These inquiries incorporated directors' payment; broad internal control outside of financial supervision; board administration of risk management; non-executive directors; as well as administration of BOD (Windsor, 2009).
Marketing and Corporate Governance
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