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The IFLR’s The 2005 Guide to Corporate Governance features an article by NeAd principal Stilpon Nestor. How bad governance cost Deutsche Börse its deal - Deutsche Börse's failed bid to take over the London Stock Exchange is an example of how not to win the confidence of shareholders. For other IFLR supplements please click here.
Three California Pension Funds Recover $257 Million In WorldCom Lawsuit (October 27, 2005)
CalPERS Chief Investment Officer Mark Anson Resigns (October 27, 2005)
CalPERS Votes To End Excessive Compensation Payments In Pacificare/United Health Merger (October 17, 2005)
Copenhagen Stock Exchange
Copenhagen Stock Exchange implements committee's revised Recommendations for corporate governance into disclosure requirements (06.10.2005): The Copenhagen Stock Exchange has decided to implement the Committee’s revised Recommendations for corporate governance into the disclosure requirements for listed companies, obliging the companies, in accordance with the "comply-or-explain" principle, to include in their future annual reports a statement on how they address the Recommendations. Read the press release.
Council of Institutional Investors
THE Council Approves Director Compensation Policies: The Council approved director pay policies intended to attract and retain highly qualified board members, align directors’ interests with those of long-term owners and provide complete disclosure to shareowners (September 30, 2005)
Council Releases 2005 Focus List: The Council of Institutional Investors released its 15th annual Focus List of underperforming companies (September 30, 2005)
Fall 2005 Conference: Beverly Hills, California - Reflections on Four Years of Reform: The Council held its fall 2005 meeting in Beverly Hills, California, from Sept. 28 to Sept. 30, 2005. Conference Overview.
European Corporate Governance Institute
Alternative Views of Corporate Governance is the subject of the Conference sponsored by ETH Zurich, the European Corporate Governance Training Network, the Review of Finance, and the Wharton Financial Institutions Center on 10 March 2006 in Zurich. European Corporate Governance Training Network website.
Transatlantic Corporate Governance Dialogue: The 2005 Conference took place on Tuesday, 27 September at the Federal Reserve Bank of New York, New York City. The twin themes of the Conference were Corporate board elections and internal controls. A transcript of the proceedings will appear on the ECGI website in due course. Meanwhile, see Outline details of the Conference, Background information on the Dialogue.
ECGI co-hosts SSRN eLibrary: The Social Science Research Network (SSRN) and the ECGI have entered into an agreement whereby the Institute co-hosts, alongside the Stanford Law School, the SSRN’s worldwide eLibrary. The ECGI is providing the European ‘mirror’ site for these documents, allowing readers in Europe to download them more quickly and efficiently. See: Press release announcing the arrangement.
Ernst Maug - New Research of the Month: Ernst Maug's research project "The optimal structure of executive pay: restricted stock vs. stock options" is the eighth featured Research of the Month in the Research section on the ECGI website. This area provides a forum for ECGI research members to publicise their current corporate governance research projects. See: The new Research of the Month feature.
Financial Reporting Council
13 October 2005: The Turnbull Guidance on Internal Control - The Turnbull guidance sets out best practice on internal control for UK listed companies, and assists them in complying with the internal control requirements of the Combined Code. The FRC published updated guidance in October 2005. It applies to listed companies for financial years beginning on or after 1 January 2006 (Revised Turnbull guidance October 2005). The press notice announcing the new guidance can be found here. It includes a summary of the main changes to the guidance and a summary of the main comments received in response to consultation on the draft revised guidance.
Global Corporate Governance Forum
The Global Corporate Governance Forum announces the release of the second toolkit on Developing Corporate Governance Codes of Best Practice. Corporate governance codes are essential for enhancing corporate governance practices at the country level. They help raise standards and drive reform efforts while serving as benchmarks for monitoring and implementing better practices and policies at the corporate level. The objective of this toolkit is to provide users with a variety of tools and examples that can help organizations and individuals craft, disseminate, implement, monitor and update best practice codes. For a copy of the Toolkit, please contact the Forum via e-mail at firstname.lastname@example.org.
Nov 8-10, 2005: 3rd Pan African Consultative Forum on Corporate Governance, Dakar, Senegal. For more information, contact the Forum at email@example.com or +1 202 458-1857.
Nov 21-23, 2005: Intergovernmental Working Group of Experts on International Standards of Accounting and Reporting (ISAR), Palais des Nations, Geneva, Switzerland. For more information, telephone +41 22 917 1648.
Governance for Owners
28.10.2005: Letter to the Editor of the Financial Times: Let us create a new audit agenda in which firms succeed or fail on the basis of their work quality.
10.10.2005: Press Release - Railpen signals green light for GO
27 October 2005: Hermes Announces Mark Anson, CIO CalPERS, to Succeed Tony Watson
06 October 2005: Hermes Focus Funds reach £2 billion
03 October 2005: A New Era for AMG – Hermes Private Equity backs MBO
Institutional Shareholder Services (ISS)
A Second Wind for Proxy Access? 10/19/2005: AFSCME continues legal fight to get proposal at the ballot at AIG
Better Governance Leads to More Profit and Less Risk 10/19/2005: A summary of ISS’ new CGQ 3.0 research white paper
UK's ISC Updates Governance Principles 10/19/2005: More pension funds adopt principles on issuer communication
News Corp. Investors Sue to Enforce a "Promise" 10/14/2005: Lawsuit reflects growing international collaboration by investors
ISS Urges Investors to Withhold Support From News Corp. Directors 10/14/2005: ISS notes concerns over company's adoption of a poison pill plan without shareholder ratification
CEO Stock-Option Values Are Underreported in Australia 10/14/2005: ISS Proxy Australia study calls for more transparency on the discounts used in option valuation
India Steps Up Governance Reforms 10/14/2005: India seeks to maintain image as governance trailblazer among emerging economies
International Corporate Governance Network
A new Stock Lending Code: Following extensive consultation with ICGN members and other interested parties, debate at the recent Annual General Meeting and subsequent approval by the Board, the ICGN has produced a Stock Lending Code of Best Practice.
Over 100 members attended the ICGN AGM on 8 July. They elected new Board Members (click here to see the new Board), approved our updated Global Corporate Governance Principles (click here to view these) and were briefed on many other initiatives brought forward by our committees. The minutes of the meeting and the results of the resolutions will be posted in the Members' area of their website in the near future.
The ICGN is planning its next conference, the 11th ICGN Annual Conference, which will take place in Washington DC from 5th-7th July 2006. Click here for more details.
NACD Conference Takes Stock of Post-Enron Governance Reforms (More...)
AFL-CIO Withdraws Proposal After Company Adopts Plan (More...)
UK Regulator Weighs Mandatory Vote Disclosure (More...)
National Association of Corporate Directors
Directors Monthly: Red Flags in Management Culture, Strategies, and Practices (September 2005)
Organisation for Economic Cooperation and Development (OECD)
OECD launches public consultation on a Risk Management Tool for Investors in Weak Governance Zones (25-Oct-2005) Weak governance zones are places where governments are unwilling or unable to take up their responsibilities. They represent some of the most difficult investment environments in the world. With this in mind, the OECD is developing a risk management tool to assist companies in responsibly managing their operations in weak governance zones. After extensive consultation in the early stages of development, the draft text is now being made available for public comment through an online consultation. Deadline for comments is 23 November 2005.
OECD publishes Guidelines on Corporate Governance on State-owned enterprises (13-Oct-2005) After their endorsement in April 2005, the OECD has now published Guidelines on Corporate Governance on State-owned enterprises. These new Guidelines provide the first international benchmark to help governments assess the way they exercise their ownership responsibilities vis-à-vis state-owned enterprises (SOEs). They are non binding and complementary to the OECD Principles of Corporate Governance.
OECD publishes report on conducting business with integrity in Weak Governance Zones (22-Sep-2005) A recurrent theme of the OECD's work on the Guidelines for Multinational Enterprises is that corporate responsibility goes hand-in-hand with government responsibility. This report summarises the results of a multi-stakeholder dialogue that has sought to provide inputs to an answer on the following central question: Do companies have different roles and responsibilities when operating in weak governance zones, where governments are not working well, than in healthier investment environments?
OECD publishes report on implementation of the Guidelines for Multinational Enterprises (21-Sep-2005) Adhering governments are committed to promoting the Guidelines and to making them influential among companies operating in or from their territories. This report describes what governments have done improve the effectiveness, transparency and timeliness of their implementation over the June 2004-June 2005 period and addresses considerations for future action.
Robert A G Monks
Why is a Corporation like a Stray Cat? - An interview with Bob Monks, Business Ethics - Fall 2005
Social Science Research Network (SSRN)
New papers from SSRN this month include:
Corporate Governance and Firm Value - The Impact of the 2002 Governance Rules, AFA 2006 Boston Meetings Paper, Vidhi Chhaochharia and Yaniv Grinstein, Cornell University - Department of Economics and Cornell University - Samuel Curtis Johnson Graduate School of Management. October 24, 2005.
Corporate Governance and a Firm's Cash Holdings, AFA 2006 Boston Meetings Paper, Jarrad Harford , Sattar A. Mansi and William F. Maxwell , University of Washington, Date Posted: October 24, 2005.
Capital Structure, Shareholder Rights, and Corporate Governance, Pornsit Jiraporn and Kimberly C. Gleason, Texas A&M International University and Florida Atlantic University - Department of Finance, October 13, 2005.
In Letter but not in Spirit: An Analysis of Corporate Governance in the UK, Sridhar Arcot and Valentina Bruno, FMG, London School of Economics and University of London - Financial Markets Group, October 13, 2005.
The Corporate Library
October 27, 2005: The Corporate Library's CEO Pay Survey 2004