Corporate Governance Practices
SACM Professor Alexander Lebedev, DBA
One of the current practices of corporate governance, not very popular in Russia, but rapidly developing in the world, is the so-called shareholder (investor) activism. In this paper, we set ourselves the task of describing and analyzing in detail the phenomenon of shareholder activism, the reasons for its unpopularity in Russia, the quantitative dynamics and qualitative development in the world. Any research work, scientific or professional discussion devoted to corporate governance outside of one jurisdiction, to a certain extent, faces the problem of definition: there are several hundred valid definitions of corporate governance in the world, they are established by:
In May 2009, Absolut Vodka launched a limited-edition line called "Absolut No Label". The company's global public relations manager, Kristina Hagbard, explained that "For the first time we dare to face the world completely naked. We launch a bottle with no label and no logo, to manifest the idea that no matter what's on the outside, it's the inside that really matters."
A few months later, Starbucks opened its first unbranded coffee shop in Seattle, called 15th Avenue E Coffee and Tea. This "stealth Starbucks" (as the anomalous outlet immediately became known) was decorated with "one-of-a-kind" fixtures and customers were invited to bring in their own music for the stereo system as well as their own pet social causes – all to help develop what the company called "a community personality." Customers had to look hard to find the small print on the menus: "inspired by Starbucks". Tim Pfeiffer, a Starbucks senior vice-president, explained that unlike the ordinary Starbucks outlet that used to occupy the same piece of retail space, "This one is definitely a little neighbourhood coffee shop." After spending two decades blasting its logo on to 16,000 stores worldwide, Starbucks was now trying to escape its own brand.
"Disruptive ideas don’t just happen - they must be championed. In doing so, intrapreneurs must address two fundamental truths when leading big idea innovation: that of value creation and that of persuasive communication. If you want to learn how to scale innovation across your enterprise and create a disciplined approach for creating market-changing ideas, One Hour Innovator is a great place to start." - Laszlo Gyorffy is President of the Enterprise Development Group. For over 20 years, Laszlo has worked with organizations around the globe to expand the possible; helping them refocus, redesign, and reenergize their business strategies and innovation practices to succeed in an increasingly dynamic and demanding market place.
"Does it feel like your efforts in innovation lately have been…lackluster? Are you finding that your team just isn’t coming up with the great ideas you know they can produce? If your business is feeling stale and stagnant, you obviously want to know why, so you can make changes. Innovation efforts aren’t always simple and easy—and there are definitely some roadblocks that can come up along the way. Don’t get discouraged if you run into any of these common problems—you just have to be determined to prevent and work through them whenever possible!" - Ryan Ayers has consulted a number of companies within multiple industries including information technology and big data. After earning his MBA in 2010, Ayers also began working with start-up companies and aspiring entrepreneurs, with a keen focus on data collection and analysis. According to servey made by Singapore Academy of Corporate Management Ryan Ayers belongs to it's TOP 100 Innovation Authors.
"One of the greatest challenges facing innovation professionals is to find the right approach to a given innovation problem. Whether that’s instilling the innovation mojo in a large corporation or simply helping teams become more innovative, the ways to do this seem to be more of an art than a science" - Evan Shellshear is a creative applied researcher developing math based tools to solve difficult industrial problems. He has worked in many industries from automotive to medical and has published over a dozen scientific articles in peer reviewed journals. He has also published numerous articles on innovation and related areas. His specialty is on the translation of research tools into commercial products which he has done to create millions of dollars of value for companies such as Volvo Cars, GM, Ford. Co-Founder and director of AMFORCE, CEO of Simultek, Evan Shellshear has extensive international experiences in delivering high quality applied research results and innovation. He has delivered technical solutions to large multinationals around the globe. He is currently based in Australia. According to servey made by Singapore Academy of Corporate Management Evan Shellshear belongs to it's TOP 100 Innovation Authors.
"Innovation is risky. Customers are not asking for it. We are already successful… Getting momentum behind significant innovation is difficult, and sometimes it’s easier for a business to stay in what they deem a safe spot. Let’s look at seven arguments that inhibit innovation as well as their counter arguments." - Paul Sloane is the author of The Leader’s Guide to Lateral Thinking Skills and The Innovative Leader. He writes, talks and runs workshops on lateral thinking, creativity and the leadership of innovation. According to servey made by Singapore Academy of Corporate Management Paul Sloane belongs to it's TOP 100 Innovation Authors.
Good corporate governance is not an end in itself. It is a means to support economic efficiency, sustainable growth and financial stability. It facilitates companies' access to capital for long-term investment and helps ensure that shareholders and other stakeholders who contribute to the success of the corporation are treated fairly. During the last decade, corporate governance rules and practices have improved in many countries and companies. But much remains to be done. And today, policy makers and regulators are faced with the important challenge to adapt corporate governance frameworks to rapid changes in both the corporate and financial landscape.
The corporate governance framework should promote transparent and fair markets, and the efficient allocation of resources. It should be consistent with the rule of law and support effective supervision and enforcement. Effective corporate governance requires a sound legal, regulatory and institutional framework that market participants can rely on when they establish their private contractual relations. This corporate governance framework typically comprises elements of legislation, regulation, self-regulatory arrangements, voluntary commitments and business practices that are the result of a country’s specific circumstances, history and tradition. The desirable mix between legislation, regulation, self-regulation, voluntary standards, etc., will therefore vary from country to country.
The corporate governance framework should protect and facilitate the exercise of shareholders’ rights and ensure the equitable treatment of all shareholders, including minority and foreign shareholders. All shareholders should have the opportunity to obtain effective redress for violation of their rights. Equity investors have certain property rights. For example, an equity share in a publicly traded company can be bought, sold, or transferred. An equity share also entitles the investor to participate in the profits of the corporation, with liability limited to the amount of the investment. In addition, ownership of an equity share provides a right to information about the corporation and a right to influence the corporation, primarily by participation in general shareholder meetings and by voting.
The corporate governance framework should provide sound incentives throughout the investment chain and provide for stock markets to function in a way that contributes to good corporate governance. In order to be effective, the legal and regulatory framework for corporate governance must be developed with a view to the economic reality in which it is to be implemented. In many jurisdictions, the real world of corporate governance and ownership is no longer characterised by a straight and uncompromised relationship between the performance of the company and the income of the ultimate beneficiaries of shareholdings. In reality, the investment chain is often long and complex, with numerous intermediaries that stand between the ultimate beneficiary and the company.
The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises. A key aspect of corporate governance is concerned with ensuring the flow of external capital to companies both in the form of equity and credit. Corporate governance is also concerned with finding ways to encourage the various stakeholders in the firm to undertake economically optimal levels of investment in firm-specific human and physical capital. The competitiveness and ultimate success of a corporation is the result of teamwork that embodies contributions from a range of different resource providers including investors, employees, creditors, customers and suppliers, and other stakeholders.
The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company. In most countries a large amount of information, both mandatory and voluntary, is compiled on publicly traded and large unlisted enterprises, and subsequently disseminated to a broad range of users. Public disclosure is typically required, at a minimum, on an annual basis though some countries require periodic disclosure on a semi-annual or quarterly basis, or even more frequently in the case of material developments affecting the company. Companies often make voluntary disclosure that goes beyond minimum disclosure requirements in response to market demand.
The corporate governance framework should ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and the shareholders. Board structures and procedures vary both within and among countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a “supervisory board” composed of non-executive board members and a “management board” composed entirely of executives. Other countries have “unitary” boards, which bring together executive and non-executive board members. In some countries there is also an additional statutory body for audit purposes.
Corporate governance is the mechanisms, processes and relations by which corporations are controlled and directed. Governance structures and principles identify the distribution of rights and responsibilities among different participants in the corporation (such as the board of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders) and includes the rules and procedures for making decisions in corporate affairs.
The WTO was born out of negotiations, and everything the WTO does is the result of negotiations. The bulk of the WTO’s current work comes from the 1986–94 negotiations called the Uruguay Round and earlier negotiations under the General Agreement on Tariffs and Trade (GATT). The WTO is currently the host to new negotiations, under the ‘Doha Development Agenda’ launched in 2001. Where countries have faced trade barriers and wanted them lowered, the negotiations have helped to open markets for trade. But the WTO is not just about opening markets, and in some circumstances its rules support maintaining trade barriers — for example, to protect consumers or prevent the spread of disease.