corporate governance assignment essay

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A Guide to the Big Ideas and Debates in Corporate Governance

• Lynn S. Paine
• Suraj Srinivasan

The questions that boards, managers, and shareholders should be asking.

How corporations govern themselves has become a matter of broad public interest in recent decades. Amid this many commentators and experts still disagree on such basic matters as the purpose of the corporation, the role of corporate boards of directors, the rights of shareholders, and the proper way to measure corporate performance. The issue of how shareholder interests should be considered in corporate decision making is particularly contentious. This article is a resource for understanding today’s key debates around governance and identifying the main areas in which changes are being called for. Many readers are grappling with these questions now or may have to address in the near future; in any case, the debates are sure to affect how business operates across the globe.

Corporate governance has become a topic of broad public interest as the power of institutional investors has increased and the impact of corporations on society has grown. Yet ideas about how corporations should be governed vary widely. People disagree, for example, on such basic matters as the purpose of the corporation, the role of corporate boards of directors, the rights of shareholders, and the proper way to measure corporate performance. The issue of whose interests should be considered in corporate decision making is particularly contentious, with some authorities giving primacy to shareholders’ interest in maximizing their financial returns and others arguing that shareholders’ other interests — in corporate strategy, executive compensation, and environmental policies, for example — and the interests of other parties must be respected as well.

• Lynn S. Paine is a Baker Foundation Professor and the John G. McLean Professor of Business Administration, Emerita, at Harvard Business School.
• Suraj Srinivasan is the Philip J. Stomberg Professor of Business Administration at Harvard Business School and Chair of the Digital Value Lab at Harvard’s Digital, Data and Design Institute.

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Corporate Governance Research Paper Topics

This guide provides a comprehensive list of corporate governance research paper topics divided into 10 categories, expert advice on choosing a relevant and feasible topic, and tips on how to write a successful corporate governance research paper. Corporate governance is a critical aspect of modern business that has a significant impact on the success of organizations. As a result, students who study corporate governance are often assigned to write research papers that explore various aspects of the topic. In addition, iResearchNet offers custom writing services that provide expert degree-holding writers, customized solutions, and timely delivery. By using this guide and iResearchNet’s writing services, students can ensure that their corporate governance research papers meet the highest academic standards.

Corporate Governance Research

Corporate governance is a critical aspect of modern business that encompasses the practices, processes, and systems by which organizations are directed, controlled, and managed. As a result, students who study corporate governance are often assigned to write research papers that explore various aspects of the topic, ranging from board structures and executive compensation to shareholder activism and stakeholder engagement.

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In this guide, we provide a comprehensive list of corporate governance research paper topics divided into 10 categories, expert advice on how to choose a relevant and feasible topic, and tips on how to write a successful corporate governance research paper. In addition, we offer custom writing services through iResearchNet that provide expert degree-holding writers, customized solutions, and timely delivery.

By using this guide and iResearchNet’s writing services, students can ensure that their corporate governance research papers are well-researched, well-written, and meet the highest academic standards.

100 Corporate Governance Research Paper Topics

Corporate governance is a broad and complex topic that encompasses a wide range of issues and challenges facing modern organizations. To help students choose a relevant and feasible corporate governance research paper topic, we have divided our comprehensive list of topics into 10 categories, each with 10 topics.

Board of Directors

• Board independence and effectiveness
• Board diversity and gender equality
• CEO duality and separation of roles
• Board composition and characteristics
• Board oversight and accountability
• Board nominations and elections
• Board leadership and culture
• Board committees and responsibilities
• Board evaluation and performance
• Board compensation and incentives

Executive Compensation

• Executive pay and performance
• Executive pay and firm performance
• Pay-for-performance and pay-for-skill
• CEO pay ratios and pay equity
• Stock options and equity-based compensation
• Executive severance and golden parachutes
• Executive perquisites and benefits
• Executive retirement and pensions
• Say-on-pay and shareholder activism
• Institutional investors and executive pay

Shareholder Activism

• Shareholder rights and activism
• Shareholder proposals and proxy access
• Shareholder engagement and communication
• Shareholder activism and corporate social responsibility
• Institutional investors and shareholder activism
• Hedge funds and shareholder activism
• Shareholder activism and executive compensation
• Shareholder activism and board independence
• Shareholder activism and corporate governance reforms
• Shareholder activism and CEO turnover

Stakeholder Engagement

• Stakeholder identification and analysis
• Stakeholder mapping and prioritization
• Stakeholder communication and dialogue
• Stakeholder participation and empowerment
• Stakeholder consultation and feedback
• Stakeholder engagement and corporate social responsibility
• Stakeholder engagement and sustainability reporting
• Stakeholder engagement and risk management
• Stakeholder engagement and corporate reputation
• Stakeholder engagement and value creation

Corporate Culture and Ethics

• Corporate values and ethics
• Ethical leadership and decision-making
• Corporate social responsibility and sustainability
• Business ethics and compliance
• Corporate citizenship and philanthropy
• Corporate culture and values alignment
• Corporate culture and employee behavior
• Corporate culture and organizational performance
• Corporate culture and innovation
• Corporate culture and risk management

Board-Shareholder Relations

• Board-shareholder communication and engagement
• Board-shareholder conflict resolution
• Board-shareholder cooperation and collaboration
• Board-shareholder activism and response
• Board-shareholder rights and responsibilities
• Board-shareholder agreements and charters
• Board-shareholder engagement and corporate social responsibility
• Board-shareholder relations and institutional investors
• Board-shareholder relations and minority shareholders
• Board-shareholder relations and corporate governance reforms

Regulatory and Legal Environment

• Corporate governance regulations and compliance
• Corporate governance laws and policies
• Corporate governance codes and standards
• Corporate governance enforcement and penalties
• Corporate governance and public policy
• Corporate governance and the role of regulators
• Corporate governance and antitrust laws
• Corporate governance and securities laws
• Corporate governance and data privacy laws
• Corporate governance and intellectual property laws

Risk Management and Disclosure

• Enterprise risk management and oversight
• Risk management and strategic planning
• Risk management and financial reporting
• Risk management and sustainability reporting
• Risk management and cybersecurity
• Risk management and climate change
• Risk management and supply chain management
• Risk management and crisis management
• Risk management and stakeholder engagement
• Risk management and disclosure requirements

International Corporate Governance

• Cross-border mergers and acquisitions and corporate governance
• Corporate governance and foreign direct investment
• Corporate governance and multinational corporations
• Corporate governance and global supply chains
• Corporate governance and global financial markets
• Corporate governance and emerging markets
• Corporate governance and corruption
• Corporate governance and cultural diversity
• Corporate governance and the United Nations Sustainable Development Goals
• Corporate governance and global challenges

Corporate Governance Reform

• Corporate governance failures and scandals
• Corporate governance reforms and their impact
• Corporate governance and shareholder activism
• Corporate governance and executive compensation reform
• Corporate governance and board independence reform
• Corporate governance and stakeholder engagement reform
• Corporate governance and diversity and inclusion reform
• Corporate governance and sustainability reform
• Corporate governance and regulatory reform
• Corporate governance and future trends

By organizing the corporate governance research paper topics into categories, students can easily identify areas of interest and develop research questions that align with their academic goals and interests. The categories cover a wide range of issues and challenges facing modern organizations, from board structures and executive compensation to stakeholder engagement and international corporate governance.

Choosing a Topic in Corporate Governance

Choosing a relevant and feasible corporate governance research paper topic is critical for success in academia. The following are expert tips on how to choose a corporate governance research paper topic:

• Consider your interests : Choose a topic that you are interested in and passionate about. Your enthusiasm for the topic will help you stay motivated throughout the research and writing process.
• Identify a research gap : Choose a topic that fills a research gap or addresses a new research question. This will help you contribute new knowledge to the field and make a meaningful contribution to academic scholarship.
• Consult with your instructor : Discuss potential topics with your instructor and seek feedback on your ideas. Your instructor can help you refine your research question and suggest relevant literature and sources.
• Conduct a literature review : Conduct a literature review to identify gaps and areas of interest within the field. This will help you develop research questions and identify key concepts and themes.
• Consider feasibility : Choose a topic that is feasible given the time and resources available to you. Be realistic about your research scope and the data sources that are available to you.
• Stay current : Choose a topic that is current and relevant to the field. This will help you stay up-to-date on the latest trends and developments in corporate governance.
• Identify a manageable scope : Choose a topic that has a manageable scope. Narrow down your research question to a specific aspect of corporate governance that can be explored in-depth within the scope of a research paper.
• Brainstorm potential topics : Brainstorm a list of potential topics based on your interests, literature review, and discussions with your instructor. Evaluate each topic based on its relevance, feasibility, and potential impact.

By following these expert tips, students can choose a relevant and feasible corporate governance research paper topic that aligns with their academic interests and goals. In the next section, we provide tips on how to write a successful corporate governance research paper.

How to Write a Corporate Governance Research Paper

Writing a successful corporate governance research paper requires careful planning and attention to detail. The following are expert tips on how to write a corporate governance research paper:

• Develop a clear research question : Develop a clear and concise research question that addresses a gap or new research question within the field of corporate governance. The research question should be specific and focused to ensure a manageable scope for the research paper.
• Conduct a literature review : Conduct a comprehensive literature review to identify key concepts and themes within the field of corporate governance. This will help you develop a theoretical framework and provide a foundation for your research paper.
• Select appropriate research methods : Select appropriate research methods that align with your research question and objectives. This may include qualitative, quantitative, or mixed-methods research approaches.
• Collect and analyze data : Collect and analyze data using appropriate research methods. This may include conducting interviews, surveys, or analyzing financial data. Ensure that your data collection and analysis is rigorous and aligns with the research question and objectives.
• Develop a clear and structured outline : Develop a clear and structured outline for your research paper. This will help you organize your thoughts and ideas and ensure a logical flow of information.
• Write a clear and concise introduction : Write a clear and concise introduction that provides background information and context for the research question. The introduction should also clearly state the research question and objectives.
• Develop a comprehensive literature review : Develop a comprehensive literature review that provides a theoretical framework for the research question. The literature review should be organized thematically and include key concepts and themes within the field of corporate governance.
• Analyze and interpret findings : Analyze and interpret the findings of the research. Ensure that your analysis and interpretation aligns with the research question and objectives.
• Develop a clear and concise conclusion : Develop a clear and concise conclusion that summarizes the key findings of the research and provides implications for practice and future research.
• Ensure proper formatting and citation : Ensure that your research paper is properly formatted and cited. Follow the guidelines of the citation style required by your instructor, such as APA, MLA, or Chicago.

By following these expert tips, students can write a successful corporate governance research paper that contributes new knowledge to the field and makes a meaningful contribution to academic scholarship. In the next section, we provide information on how students can benefit from the iResearchNet writing services for corporate governance research papers.

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Writing a successful corporate governance research paper requires careful planning and attention to detail. By choosing a relevant and feasible research paper topic, conducting a comprehensive literature review, and following the tips outlined in this article, students can produce high-quality research papers that make meaningful contributions to the field of corporate governance. Additionally, iResearchNet writing services offer students a valuable resource for producing high-quality research papers that meet the academic standards of their instructors. With expert degree-holding writers, customized solutions, and a range of support features, iResearchNet can help students achieve academic success and excel in their studies. Contact us today to learn more about our writing services and how we can assist you in your corporate governance research paper writing needs.

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Ethics and corporate governance Essay

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• As a source of information (ensure proper referencing)
• As a template for you assignment

Introduction

Decision making.

Jacobs (2004, p. 17) defines corporate governance as an arrangement where organizations are guided and managed, and the emphasis of this description is generally accountability. During the last five years, corporate governance has attracted more concentration from public interest due to its evident significance for the economic stability of corporations and communities in general.

Likewise, corporate governance is the process in which corporate boards administer the operation of an organization by its managers, and the way the board members are held answerable to the organization and shareholders. This contains some inferences for organization or company behaviour not just to shareholders, but also to workers, clients, company’s sponsors, and the stakeholders, as well as the society where the company operates.

The corporate governance system states the sharing of roles and rights among various members in the corporation, for example managers, shareholders, corporate panel, and other groups. It also identifies the processes and guidelines for decision making in corporate issues.

Through this process, it also gives the arrangement where the organization goals are set and the way of achieving those goals and assessing performance (Solomon, 2011, p. 219). This paper discuses a corporate governance and its situation in an organization with studies of leadership behaviours that maintain and overcome the principles of corporate governance in particular company and society in general.

Corporate governance is mostly experienced in companies or organizations. Workplace behaviour is possibly among the most complex elements of the entire corporate governance interest to manage and monitor. However, leaders should have certain values, such as transparency, truth and integrity as a normal element of daily functions so that corporate governance will be achieved.

Company’s managers must start to focus critically on roles to manage efficiently with definite and perceived unsuitable and corrupt conducts if they want to prevent the possible effects and consequences of legal, society, company, and judicial impact.

The possible attack on corporate governance occurs in companies that employ particular number of workers that come from wide cross section of environment and cultures. A company may have a good status among its associates since it addresses the issues that govern the employees and truly kind with wage packages.

A good example occurs when particular employee is called to handle issues like sexual harassment plan since there have been incidences with certain employee or manager. A company may want to zip this issue and can expect that through training they could transform employee or manager’s behaviour and keep the person often considered helpful employee. Actually, the employee may have been set aside for the company’s leadership plan and may be in risk since the victim may affirm that he will resign if the incident is not tackled instantly.

It is possible that different situations of racial harassment or discrimination, similar to sexual harassment, are addressed since they are partly aligned. A company often recruits all workers from different races and cultures, which may cause hatred and discrimination.

Some employees often accuse other employees and request them to return to their home countries or regions. Certainly, managers or employers state that they declined to recruit based on nothing, but only that they did not want them since they identify them to be non-conformist to the company’s culture and principles.

Personally, I could advise the company that it should persist that the behaviour is illegal under the company’s Act. The situation may turn more complex if the clients, working with the section of the company, do not want certain employees to be recruited in its projects. Therefore, the companies should receive the explanation that as contractors they are often accountable based on the Act. The company should understand that it is poorly exposed and could undergo severe consequences.

They should eventually decide to assess and reform the company’s policies and to offer training for employees and level training for every operation they undergo. They should recruit extra employees to cope with the raised workload and to offer advice to administration to make sure that it abides by the company’s policies. The accused employee should leave the company and the victim should be promoted after the leadership training plan.

This incident is common in most companies since discrimination or harassment is common on an occasion where employees have different backgrounds, cultures, or nationalities. It may continue unless employees are provided with their rights and roles and are placed through an informative procedure. Companies can often focus on certain issue that has been exposed as bringing about a violation of the ethics Act of the company (Giroud & Mueller, 2011).

However, it is essential that managers in these companies assume holistic plans and address all issues that arise. They should examine all elements of the legislation and allocate an appropriate process, plan, and method ready to make sure that a violation should not happen under all other positions of the Act. Plans that comprise integrity and ethical decision making are essential as basis to follow and achieve appropriate corporate governance conducts (Klein, 2005).

Certain measures should be followed in all situations of corporate governance if the company needs to help employees and managers demonstrate and transform behaviour by using ethics and integrity. Consequently, they can follow acceptable corporate governance regulations.

Employees and managers are expected to translate policy and legislation into substantial activities and conducts. Formalised plans in themselves will never offer admirable results, mainly a sheep dip way, and it is immature for leaders to consider that this will provide the intended outcome.

Present employees in the organizations are required to be provided clear indications that describe unsuitable and corrupt conducts since they are not tolerable by management. A sticking point in the public sector is that employees are operating on an ethical stiff rope. This sector’s institutional environment creates it nearly impracticable for them to sustain a sturdy sense of ethics and resulting in a conduct that supports appropriate corporate governance.

Generally, the above approaches are among the main elements that I will use to tackle some instances of corporate governance in any company I will participate in. It is the similarity of legislation with workplace behaviour that in the future will attain achievement for corporate governance as a global project. This occurs when every sector of the society adopts certain values, such as transparency, sincerity, and truth as a common element of daily actions.

Corporate governance is among the major elements in decision making and supports the assessment and understanding of financial statements, as well as directs the sensible investment of finance to exploit net profits and income. Various ethical theories are present and can be used in various situations to update company’s thinking and to sustain acceptable decision making. The essential function of corporate governance is to make sure that tactical decision making is provided in the interest of people with a stake in thriving results.

These functions have an impact on the company’s decision making and important during assessment of the investment decisions and asset investment to a great coverage. Some major ethical theories involved in decision making are Consquentialism, Principlism, and Deontology.

Consquentialism proposes that the only element that matters ethically is the consequence of an activity in the company. Deontology states that the essential element is not the consequences of actions, but the moral responsibilities that make the people to do these actions. Principlism enables the people to address almost all ethical issues, and it involves four principles. The four principles include justice, respect for autonomy, non-malaficence, and beneficence.

The ethical virtues are implanted character traits that are considered socially important, such as honesty, reliability, humanity, and sincerity (Parnell, 2009, p. 99). Practical wisdom connects the manner in which virtues are used or passed, and virtue focuses on a person of good character performing an appropriate action (Porta & Lopez-de-Silanes, 2008).

Failure in corporate governance is a serious risk to the opportunities of all companies or firms. Efficient corporate governance, which abides by the core values of reliability and honesty, helps firms have competitive benefit in drawing and sustaining talent, as well as producing constructive responses in the market.

If a company follows a status for ethical behaviour in the current market environment, it provokes not just customer loyalty, but also employee loyalty. Efficient corporate governance may be attained through following a range of guidelines and greatest practices. A great deal relies upon equality, truth, integrity, and the way the firms carry out their businesses. Ethics is really an important element for business success and will go on to act as the outline for success in the current competitive market setting.

Giroud, X., & Mueller, H. (2011). Corporate Governance, Product Market Competition, and Equity Prices. The Journal of Finance , 2(1): 563-600.

Jacobs, J. (2004). Corporate Governance Reform: What It Means for Associations. Association Management , 56(1): 1-36.

Klein, P. (2005). Entrepreneurship and Corporate Governance. The Quarterly Journal of Austrian Economics , 2(2): 19–42.

Parnell, J. (2009). Strategic Management: Theory and Practice. Mason, OH: Cengage/AtomicDog.

Porta, R., & Lopez-de-Silanes, F. (2008). Investor protection and corporate governance. Journal of Financial Economics , 58: 3-27.

Solomon, J. (2011). Corporate Governance and Accountability. New York: Solomon.

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Three essays on corporate governance

• Trang L N Nguyen
• School of Accounting and Finance - Business School

Student thesis : Doctoral Thesis › Doctor of Philosophy (PhD)

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What Is Corporate Governance?

• How It Works
• Board of Directors
• Assessing Corporate Governance

The Bottom Line

• Corporate Finance

Corporate Governance: Definition, Principles, Models, and Examples

Good corporate governance can benefit investors and other stakeholders, while bad governance can lead to scandal and ruin

James Chen, CMT is an expert trader, investment adviser, and global market strategist.

Amanda Bellucco-Chatham is an editor, writer, and fact-checker with years of experience researching personal finance topics. Specialties include general financial planning, career development, lending, retirement, tax preparation, and credit.

Investopedia / Jessica Olah

Corporate governance is the system of rules, practices, and processes by which a company is directed and controlled. Corporate governance essentially involves balancing the interests of a company's many stakeholders , which can include shareholders, senior management, customers, suppliers, lenders, the government, and the community. As such, corporate governance encompasses practically every sphere of management, from action plans and internal controls to performance measurement and corporate disclosure .

Key Takeaways

• Corporate governance is the structure of rules, practices, and processes used to direct and manage a company.
• A company's board of directors is the primary force influencing corporate governance.
• Bad corporate governance can destroy a company's operations and ultimate profitability.

The basic principles of corporate governance are accountability, transparency, fairness, responsibility, and risk management.

Understanding Corporate Governance

Governance refers to the set of rules, controls, policies, and resolutions put in place to direct corporate behavior. A board of directors is pivotal in governance , while proxy advisors and shareholders are important stakeholders who can affect governance.

Communicating a company's corporate governance is a key component of community and  investor relations . For instance, Apple Inc.'s investor relations site profiles its corporate leadership (the executive team and board of directors) and provides information on its committee charters and governance documents, such as bylaws, stock ownership guidelines, and articles of incorporation .

Most successful companies strive to have exemplary corporate governance. For many shareholders, it is not enough for a company to be profitable; it also must demonstrate good corporate citizenship through environmental awareness, ethical behavior, and other sound corporate governance practices.

Benefits of Corporate Governance

• Good corporate governance creates transparent rules and controls, guides leadership, and aligns the interests of shareholders, directors, management, and employees.
• It helps build trust with investors, the community, and public officials.
• Corporate governance can give investors and stakeholders a clear idea of a company's direction and business integrity.
• It promotes long-term financial viability, opportunity, and returns.
• It can facilitate the raising of capital.
• Good corporate governance can translate to rising share prices.
• It can reduce the potential for financial loss, waste, risks, and corruption.
• It is a game plan for resilience and long-term success.

Corporate Governance and the Board of Directors

The board of directors is the primary direct stakeholder influencing corporate governance. Directors are elected by shareholders or appointed by other board members and charged with representing the interests of the company's shareholders.

The board is tasked with making important decisions, such as corporate officer appointments, executive compensation, and dividend policy. In some instances, board obligations stretch beyond financial optimization, as when shareholder resolutions call for certain social or environmental concerns to be prioritized.

Boards are often made up of a mix of insiders and independent members. Insiders are generally major shareholders, founders, and executives. Independent directors do not share the ties that insiders have. They are typically chosen for their experience managing or directing other large companies. Independents are considered helpful for governance because they dilute the concentration of power and help align shareholder interests with those of the insiders.

The board of directors must ensure that the company's corporate governance policies incorporate corporate strategy, risk management, accountability, transparency, and ethical business practices.

A board of directors should consist of a diverse group of individuals, including those with matching business knowledge and skills, and others who can bring a fresh perspective from outside the company and industry.

The Principles of Corporate Governance

While there can be as many principles as a company believes make sense, some of the most common ones are:

• Fairness : The board of directors must treat shareholders, employees, vendors, and communities fairly and with equal consideration.
• Transparency : The board should provide timely, accurate, and clear information about such things as financial performance, conflicts of interest, and risks to shareholders and other stakeholders.
• Risk Management : The board and management must determine risks of all kinds and how best to control them. They must act on those recommendations to manage risks and inform all relevant parties about the existence and status of risks.
• Responsibility : The board is responsible for the oversight of corporate matters and management activities. It must be aware of and support the successful, ongoing performance of the company. Part of its responsibility is to recruit and hire a chief executive officer (CEO) . It must act in the best interests of a company and its investors.
• Accountability : The board must explain the purpose of a company's activities and the results of its conduct. It and company leadership are accountable for the assessment of a company's capacity, potential, and performance. It must communicate issues of importance to shareholders.

Corporate Governance Models

There are many types of corporate governance that a company might follow. Some use a traditional hierarchical leadership structure, and others are more flexible . Different corporate governance models may be found throughout the world. Here are a few of them.

The Anglo-American Model

This model can take various forms, such as the Shareholder, Stewardship, and Political Models. The Shareholder Model is the principal model at present.

The Shareholder Model is designed so that the board of directors and shareholders are in control. Stakeholders such as vendors and employees, though acknowledged, lack control.

Management is tasked with running the company in a way that maximizes shareholder interest. Importantly, proper incentives should be made available to align management behavior with the goals of shareholders/owners.

The model accounts for the fact that shareholders provide the company with funds and may withdraw that support if dissatisfied. This is supposed to keep management working effectively.

The board will usually consist of both insiders and independent members. Although traditionally, the board chairperson and the CEO can be the same, this model seeks to have two different people hold those roles.

The success of this corporate governance model depends on ongoing communications among the board, company management, and the shareholders. Important issues are brought to shareholders' attention. Important decisions that need to be made are put to shareholders for a vote.

U.S. regulatory authorities tend to support shareholders over boards and executive management.

The Continental Model

Two groups represent the controlling authority under the Continental Model. They are the supervisory board and the management board.

In this two-tiered system, the management board is composed of company insiders, such as its executives. The supervisory board is made up of outsiders, such as shareholders and union representatives. Banks with stakes in a company also could have representatives on the supervisory board.

The two boards remain entirely separate. The size of the supervisory board is determined by a country's laws and can't be changed by shareholders.

National interests have a strong influence on corporations with this model of corporate governance. Companies can be expected to align with government objectives.

This model also greatly values the engagement of stakeholders, as they can support and strengthen a company's continued operations.

The Japanese Model

The key players in the Japanese Model of corporate governance are banks, affiliated entities, major shareholders called Keiretsu (who may be invested in common companies or have trading relationships), management, and the government. Smaller, independent, individual shareholders have no role or voice. Together, these key players establish and control corporate governance.

The board of directors is usually made up of insiders, including company executives. Keiretsu may remove directors from the board if profits wane.

The government affects the activities of corporate management via its regulations and policies.

In this model, corporate transparency is less likely because of the concentration of power and the focus on the interests of those with that power.

How to Assess Corporate Governance

As an investor, you want to select companies that practice good corporate governance in the hope that you can thereby avoid losses and other negative consequences such as bankruptcy.

You can research certain areas of a company to determine whether or not it's practicing good corporate governance. These areas include:

• Disclosure practices
• Executive compensation structure (whether it's tied only to performance or also to other metrics)
• Risk management (the checks and balances on decision-making)
• Policies and procedures for reconciling conflicts of interest (how the company approaches business decisions that might conflict with its mission statement)
• The members of the board of directors (their stake in profits or conflicting interests)
• Contractual and social obligations (how a company approaches issues such as climate change)
• Relationships with vendors
• Complaints received from shareholders and how they were addressed
• Audits (the frequency of internal and external audits and how any issues that those audits raised have been handled)

Types of bad governance practices include:

• Companies that do not cooperate sufficiently with auditors or do not select auditors with the appropriate scale, resulting in the publication of spurious or noncompliant financial documents
• Executive compensation packages that fail to create an optimal incentive for corporate officers
• Poorly structured boards that make it too difficult for shareholders to oust ineffective incumbents.

Examples of Corporate Governance: Bad and Good

Bad corporate governance can cast doubt on a company's reliability, integrity, or obligation to shareholders. All can have implications for the financial health of the business.

Volkswagen AG

Tolerance or support of illegal activities can create scandals like the one that rocked Volkswagen AG starting in September 2015. The details of "Dieselgate" (as the affair came to be known) revealed that for years, the automaker had deliberately and systematically rigged engine emission equipment in its cars to manipulate pollution test results in the U.S. and Europe.

Volkswagen saw its stock shed nearly half its value in the days following the start of the scandal. Its global sales in the first full month following the news fell 4.5%.

VW's board structure facilitated the emissions rigging and was a reason it wasn't caught earlier. In contrast to a one-tier board system common to most U.S. companies, VW had a two-tier board system consisting of a management board and a supervisory board, in keeping with the Continental Model of corporate governance.

The supervisory board was meant to monitor management and approve corporate decisions. However, it lacked the independence and authority to carry out these roles appropriately.

The supervisory board included a large portion of shareholders. Ninety percent of shareholder voting rights were controlled by members of the board. There was no real independent supervisor. As a result, shareholders were in control and negated the purpose of the supervisory board, which was to oversee management and employees, and how they operated. This allowed the rigged emissions to occur.

Public and government concern about corporate governance tends to wax and wane. Often, however, highly publicized revelations of corporate malfeasance revive interest in the subject.

For example, corporate governance became a pressing issue in the United States at the turn of the 21st century, after fraudulent practices bankrupted high-profile companies such as Enron and WorldCom .

The problem with Enron was that its board of directors waived many rules related to conflicts of interest by allowing the chief financial officer (CFO) , Andrew Fastow, to create independent, private partnerships to do business with Enron.

These private partnerships were used to hide Enron's debts and liabilities. If they'd been accounted for properly, they would have reduced the company's profits significantly.

Enron's lack of corporate governance allowed the creation of the entities that hid the losses. The company also employed dishonest people, from Fastow down to its traders, who made illegal moves in the markets.

The Enron scandal and others in the same period resulted in the 2002 passage of the Sarbanes-Oxley Act . It imposed more stringent recordkeeping requirements on companies and stiff criminal penalties for violating them and other securities laws. The aim was to restore confidence in public companies and how they operate.

It's common to hear examples of bad corporate governance. In fact, it's often why companies end up in the news. You rarely hear about companies with good corporate governance because their corporate guiding policies keep them out of trouble.

One company that seems to have consistently practiced good corporate governance, and adapts or updates it often, is PepsiCo. In drafting its 2020 proxy statement, PepsiCo sought input from investors in six areas:

• Board composition, diversity, and refreshment, plus leadership structure
• Long-term strategy, corporate purpose, and sustainability issues
• Good governance practices and ethical corporate culture
• Human capital management
• Compensation discussion and analysis
• Shareholder and stakeholder engagement

The company included in its proxy statement a graphic of its current leadership structure. It showed a combined chair and CEO along with an independent presiding director and a link between the company's "Winning With Purpose" vision and changes to the executive compensation program.

What Are the 4 Ps of Corporate Governance?

The four P's of corporate governance are people, process, performance, and purpose.

Why Is Corporate Governance Important?

Corporate governance is important because it creates a system of rules and practices that determines how a company operates and how it aligns with the interest of all its stakeholders. Good corporate governance fosters ethical business practices, which lead to financial viability. In turn, that can attract investors.

What Are the Basic Principles of Corporate Governance?

Corporate governance consists of the guiding principles that a company puts in place to direct all of its operations, from compensation, risk management, and employee treatment to reporting unfair practices, dealing with the impact on the climate, and more.

Corporate governance that calls for upstanding, transparent behavior can lead a company to make ethical decisions that will benefit all of its stakeholders, including investors. Bad corporate governance can lead to the breakdown of a company, often resulting in scandal and bankruptcy.

Apple. " Investor Relations. Leadership and Governance ."

BBC. " Scandal Cuts VW Sales by 4.5% This Year ."

Dibra, Rezart. " Corporate Governance Failure: The Case of Enron and Parmalat ." European Scientific Journal , vol.12, no. 16, June 2016, pp. 283-290.

Corporate Secretary. " PepsiCo Finds Governance Success Through Evolution ."

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Corporate Governance and Ethics Essay

Corporate governance refer to a system developed to directly control and monitored by the board of directors who work under the guidance of company rules and regulation. Ethics on the other hand refers to the code of conduct portrayed by the management or employees of a company to the outside world or its customers. As a Chief Executive Officer of a corporation, it is more rewarding to the wealth of the company maximized at the same time making the firm valuable. This can only be achieved by employing corporate governance and ethical practices in the firm. Corporate governance has been rising in recent management setup and I am for this idea of corporate governance and ethics. I consider this the best practices that a firm of any management office should emulate. Matters of governance are mostly considered by investors in order to make their investment decisions. With this regard and due to the need to have high gains in companies, I consider corporate governance and ethics the best practice for the betterment of any organization. This is because of the following reasons.

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Trump and Allies Forge Plans to Increase Presidential Power in 2025

The former president and his backers aim to strengthen the power of the White House and limit the independence of federal agencies.

Donald J. Trump intends to bring independent regulatory agencies under direct presidential control. Credit... Doug Mills/The New York Times

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By Jonathan Swan Charlie Savage and Maggie Haberman

• Published July 17, 2023 Updated July 18, 2023

Donald J. Trump and his allies are planning a sweeping expansion of presidential power over the machinery of government if voters return him to the White House in 2025, reshaping the structure of the executive branch to concentrate far greater authority directly in his hands.

Their plans to centralize more power in the Oval Office stretch far beyond the former president’s recent remarks that he would order a criminal investigation into his political rival, President Biden, signaling his intent to end the post-Watergate norm of Justice Department independence from White House political control.

Mr. Trump and his associates have a broader goal: to alter the balance of power by increasing the president’s authority over every part of the federal government that now operates, by either law or tradition, with any measure of independence from political interference by the White House, according to a review of his campaign policy proposals and interviews with people close to him.

Mr. Trump intends to bring independent agencies — like the Federal Communications Commission, which makes and enforces rules for television and internet companies, and the Federal Trade Commission, which enforces various antitrust and other consumer protection rules against businesses — under direct presidential control.

He wants to revive the practice of “impounding” funds, refusing to spend money Congress has appropriated for programs a president doesn’t like — a tactic that lawmakers banned under President Richard Nixon.

He intends to strip employment protections from tens of thousands of career civil servants, making it easier to replace them if they are deemed obstacles to his agenda. And he plans to scour the intelligence agencies, the State Department and the defense bureaucracies to remove officials he has vilified as “the sick political class that hates our country.”

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