Talk:Corporate governance

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edit·history·watch·refresh Stock post message.svg To-do list for Corporate governance:
  • The definition of corporate governance is biased and getting more so. This definition just reflects ONE view, Anglo-Saxon view of corporate governance.
  • Explain differences in corporate voting systems, in particular the difference between cumulative voting and block voting. Some governments require particular voting systems. There is also likely academic research to cite about the effect of the voting system on the actions/makeup of the board.
  • Make this article more international. A lot of the article refers to patterns, practices and customs prevalent in the U.K. and maybe also the U.S.A., but ignores the fact that corporate governance in the rest of the world is very different from that in these two countries. For example, the previous version of the article made no difference between ownership and control and used both terms interchangeably. It assumed that ownership is equivalent to control and vice-versa. This is clearly only the case in the U.K., but not elsewhere (including the U.S.A.) due to the existence of dual-class shares, pyramids of ownership as well as other mechanisms which create a wedge between ownership and control. I have tidied up the article in this sense, but more needs to be done.

Talk:Corporate Governance/Archive 1

Systematic Revision Process[edit]

Looking at the article and the comments on this Talk page, I have begun a multi-month, gradual process of revising this article.

First, I will go through and provide references for as much of what is already in the article as I can. Help from anyone monitoring this page would be welcome. At the same time, I will make minor edits in organization. The intention here is to identify the wheat within the chaff.

Second, I will carve out and discard that which does not have adequate references or is not supported by the material in the "additional reading" section. The intention here is to discard the chaff.

Third, I will reorganize the remaining content into a more coherent structure. Some of this will happen during the First and Second stages.

Anything new that is added along the way will have supporting references or be deleted.

Sound good?

JLFahey (talk) 16:52, 20 July 2011 (UTC)

History Needs work[edit]

This paragraph is extremely hard to interpret:

In the 19th century, state corporation lawless enhanced the rights of corporate boards to govern without unanimous consent of shareholders in exchange for statutory benefits like appraisal rights, to make corporate governance more efficient. Since that time, and because most large publicly traded corporations in the US are incorporated under corporate administration friendly Delaware law, and because the US's wealth has been increasingly securitized into various corporate entities and institutions, the rights of individual owners and shareholders have become increasingly derivative and dissipated. The concerns of shareholders over administration pay and stock losses periodically has led to more frequent calls for corporate governance reforms. —Preceding unsigned comment added by (talk) 17:54, 27 May 2008 (UTC)


I think sections of this article are really messy. My comments to each one: Definition => why to have a definition section? The term was defined in the lead section. I suggest eliminating this. History => ok Parties to corporate governance => maybe an enhanced version, with a clear discussion for each party. Or delete altogether, trying not to eliminate good isolated insights in current text. Principles => ok (some overlap with mechanisms and controls?) Mechanisms and controls => ok (some overlap with principles?) Systemic problems of corporate governance => redundant with other parts Role of the accountant => looks like a subsection, within principles maybe, or mechanisms and control Regulation => each subsection here brings an insight, however it is far from a complete regulation discussion of corporate governance Corporate governance models around the world => ok Codes and guidelines => maybe merge with Regulation? Do a Regulation, codes and guidelines section? Or rather, a Principles, guidelines and regulation session? Corporate governance and firm performance => definitely a must have section, however the world knows better than this text here... a thorough survey of the recent (and not so recent) academic works here would do wonders. I hope I had the time. Rodrigoleite (talk) 07:03, 13 January 2008 (UTC)

I've added a couple of academic survey papers to the list of readings. Mark.
I think there should also be a section about Ownership Structures, where a discussion of concentration measures is included. For example, CR1, CR2, and other types of concentration ratios could be explained. --Forich (talk) 22:19, 27 September 2008 (UTC)

Ownership Structures would be worthwhile. Mark

Mark ok7 (talk) 01:41, 8 January 2009 (UTC)

management question[edit]

management relevance into diffrent sector of organisation . —Preceding unsigned comment added by (talk) 01:17, 24 August 2008 (UTC)


The statements regarding india throughout the text are not really relevant and should be deleted. What do you think? zaoul ( (talk) 10:27, 2 September 2008 (UTC)

I agree. India is important as a quickly developing economy, but so are many others. Mark ok7 (talk) 01:40, 8 January 2009 (UTC) No, you can't delete this because the concept use about indian corporate governance are sound and ethical. —Preceding unsigned comment added by (talk) 12:14, 18 May 2009 (UTC)

What's with the "powerful critique" from some marginal leftist paragraph?[edit]

What's up with the huge paragraph starting with "A powerful critique of the Anglo-American model,"? I don't begrudge these scholars their opinion, but why not put it on a separate page and link to it? Why should the opinion of some leftists based on the example of a single enterprise (which has not yet become a globally spread out respected multinational, despite the alleged superiority of its management practices) take up so much space in a fairly generic description of business practices of various nations? (talk) 03:56, 25 December 2008 (UTC)

I agree. Mark ok7 (talk) 01:40, 8 January 2009 (UTC)

Non Anglo-American Model - East Asian[edit]

"In East Asian countries, family-owned companies dominate." Not entirely correct a few are state dominated. So I've changed it to "In many East Asian countries, family-owned companies dominate."

As a consequence, I've also added "The State also has a significant input in corporate governance in a number of East Asian economies. In some economies it dominates corporate governance completely. Aside from Vietnam and other socialist states that most likely have higher state control levels, China has a high level of state dominance with over with 80% of listed firms with state control. Singapore also has a relatively high level of about 50% and Malaysia also has relatively high levels. Accordingly, some renowned countries in East Asia have a relatively high degree of state ownership and control"

A lot more could be said, but a separate section might be the best way to go.

Comments are welcome. Mark

A section on the model applied in other East Asian countries. For example, Japan's main-bank, Keiretsu model and the chaebol model of corporate governance adopted in the South Korean economy. Mark ok7 (talk) 01:39, 8 January 2009 (UTC)by Mizen

Non Anglo-American Model - Corporate governance in Europe[edit]

The Corporate governance model applied in much of Europe needs to be expanded and discussed under its own heading. For example, the German two tiered, stakeholder, strong bank model. Also other European models.

I have a bit on this, but not the time at present.


Mark ok7 (talk) 01:39, 8 January 2009 (UTC)

Ownership structures[edit]

I'm creating this new section. I'll put it as section 11: right between Codes and guidelines and Corporate governance and firm performance. A tentative first paragraph might look like this:

"The Ownership structure of a corporation is the abstract visualization of the multiple stakeholders' layers which affect its governance. It follows a system (currently under development by academics) which allows to classify corporations in ways that are useful for the policy-makers. Thus, Ownership Structures are always devised after some observable measures of ownership concentration. Unlike more familiar measures, like the Gini Coefficient, these ones must also bring information about the balance held between each stakeholder's incentives, and their respective degree of influence on decision-making."--Forich (talk) 01:31, 19 February 2009 (UTC)

NYT Op-ed from Icahn[edit]

Icahn, who's leading the Shareholders for America campaign, had a recent editorial in the NYT where he discusses some of the major issues [1]. I hope to get around to helping this article sometime. II | (t - c) 05:32, 30 March 2009 (UTC)


I think the Definition needs more work. Certainly other authorities on the subject need to be quoted such as Schleifer & Vishny, Cadbury, Denis & McConnell and so forth. As a consideration, in a search of Google Scholar I cannot find any papers or peer reviewed articles on Corporate Governance by Gabrielle O'Donovan, so I'm not convinced of her credentials in the area. At least there should be more input from other sources.

As a general comment, I think contributes should be more rounded and contribute a wider view rather than just quoting one source.

What do you think?

Cheers Mark. Mark ok7 (talk) 00:19, 2 April 2009 (UTC)

I agree, Mark. I like a definition by Oliver Hart, because it is very precise and theoretical, unlike many definitions out there. Is this one, Hart (1995, p. 678):

Corporate governance issues arise in an organization whenever two conditions are present. First there is an agency problem, or conflict of interest, involving members of the organization -these might be owners, managers, workers or consumers. Second, transaction costs are such that this agency problem cannot be dealt with through a contract.

--Forich (talk) 01:45, 2 April 2009 (UTC) Might want to look at the definitions I have on one of my pages. See — Preceding unsigned comment added by Corpgov (talkcontribs) 14:56, 2 April 2011 (UTC)

I also agree that the definition still needs more work. Citing the Cadbury code is far too narrow and too UK-centric. Most other countries in the world face completely different corporate governance issues than the UK (and the USA) and hence the emphasis on processes is *not* appropriate or to the very least far too narrow. -- (talk) 12:40, 24 February 2012 (UTC)

Impact of Corporate Governance[edit]

i think there is a great literture regarding this topic, and it shouls be written in greater depth (i am new here, so please forgive my wrongdoings. beeri בארי הר-טוב (talk) 10:37, 24 January 2011 (UTC)

Original Research on Systemic problems of corporate governance[edit]

This section seems to be original thought Dw31415 (talk) 00:53, 29 April 2011 (UTC)

Definition and structure of article[edit]

Overall, the definition and view of corporate governance (see in particular first paragraph) are still too Anglo-centric. I have tried to improve the article, but then my changes keep on being undone by others. Also the list of references is biased in a similar way. More importantly, the first paragraph fails to state the AIM of corporate governance:

Corporate governance is "the system by which companies are directed and controlled".[1] It involves regulatory and market mechanisms, and the roles and relationships between a company’s management, its board, its shareholders and other stakeholders, and the goals for which the corporation is governed.[2][3] Lately, corporate governance has been comprehensively defined as "a system of law and sound approaches by which corporations are directed and controlled focusing on the internal and external corporate structures with the intention of monitoring the actions of management and directors and thereby mitigating agency risks stemming from the devious deeds of these corporate officers"[4]

There is talk about systems and processes, but what is supposed to be the AIM of corporate governance?