Corporate Governance Models: A Critical Assessment

Description

The activities carried out in a business organization stem from the contribution of subjects who cooperate in the expectation of obtaining adequate rewards. The ability of organizations to reach a specific level of performance is influenced by the ownership structure, while the management is directed and controlled through a set of rules and incentives. This set regulates the distribution of rights and responsibilities among the board, company management and stakeholders, and it defines the corporate governance model adopted by the organization. The collapse of global organizations across the world have undoubtedly revealed the inherent flaws in the contemporary corporate governance practices. As a result of these international scandals, a great deal of multidisciplinary research has been growing restlessly to define the specificities of each corporate governance model, however, lacking a specific investigation into the presumed existence of the most suitable one. By favouring the synthesis and the inductive procedure, this book analyses the potential existence of the most appropriate corporate governance model based on comparative international analysis of cultural, social and economic factors influencing the organization’s choice regarding the corporate governance model to be adopted. This volume will be of interest to researchers, academics, professionals, and students in the fields of corporate governance, international business, and law. Cover Half Title Series Page Title Page Copyright Page Contents Preface References Acknowledgments Introduction 1. Origins and Definitions of Corporate Governance 1.1 Importance of the Corporate Governance Concept 1.1.1 Definitions and Approaches to Corporate Governance 1.1.1.1 Narrow Concept of Corporate Governance 1.1.1.2 Enlarged Concept of Corporate Governance 1.1.1.3 Shareholders' Value Approach 1.1.1.4 Stakeholders' Value Approach 1.2 The Separation Between Ownership and Control 1.2.1 Open Corporation 1.2.1.1 The Agency Problem 1.3 The Guiding Principles of Corporate Governance 1.4 The Historical Evolution of Corporate Governance 1.4.1 The Origin of the Public Company 1.4.1.1 The Sixties 1.4.1.2 The Seventies 1.4.1.3 The Eighties 1.4.1.4 The Nineties 1.4.2 Corporate Governance in the New Millennium 1.5 Corporate Social Responsibility (CSR) 1.5.1 Verification Tools and Social Reporting Models 1.5.1.1 Social Accountability 8000 1.5.1.2 Global Reporting Initiative (GRI) 1.5.1.3 Eco-Management and Audit Scheme (EMAS) 1.5.1.4 Social Reporting Tools 1.5.1.5 Social Return on Investment (SROI) Notes References 2. Corporate Governance Systems in Capitalist Countries 2.1 Corporate Governance Theories 2.1.1 Managerial Approach 2.1.2 The 'Law and Finance' Approach 2.1.3 The Contingency Approach 2.1.4 The Transaction Costs Theory 2.1.5 The Theory of Property Rights 2.1.6 The Theory of Institutional Asset 2.2 International Models of CG 2.2.1 Outsider and Insider System 2.2.2 One-Tier and Two-Tier System 2.3 The United States of America: The One-Tier System 2.3.1 Case Study: Ford Motor Company 2.4 Germany: The Two-Tier System 2.4.1 Case Study: Hugo Boss 2.5 Japan: The Hybrid System 2.5.1 Case Study: Nikon Corporation 2.6 France: The Choice Between One and Two-Tier System 2.6.1 Case Study: Renault 2.7 The United Kingdom: The One-Tier System 2.7.1 Case Study: British Airways Notes Refrences 3. Corporate Governance in Italy 3.1 The Structural Peculiarities of the Italian Capitalistic System 3.2 The Traditional Model of CG 3.3 The One-Tier Model of CG 3.4 The Two-Tier Model of CG 3.4.1 Case Study: Intesa San Paolo S.p.A. 3.5 The Italian Corporate Governance Code of Best Practice (Preda's code) 3.6 The International Corporate Governance Codes of Best Practice 3.6.1 The United Kingdom 3.6.2 France 3.6.3 Germany 3.6.4 Japan 3.6.5 The United States Notes References 4. What Is the Most Suitable Corporate Governance Model? 4.1 The Evolution of CG 4.2 One-Tier, Two-Tier or the Traditional CG Model 4.3 Features of a Good CG Model Notes References Conclusion Reference Index