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No 6, September 2005


Editor: Lisa Willmott

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Nestor Advisors – www.nestoradvisors.com




  • In July 2005, at its annual general meeting the International Corporate Governance Network (ICGN), the world's global alliance of pension funds and investment managers with more than 11 trillion assets under management, elected Stilpon Nestor to its board of directors.

  • In April 2005, Stilpon Nestor, the principal of Nestor Advisors, was appointed as a member of the EU Commission’s advisory group of non-governmental experts on corporate governance and company law. The group was set-up to provide detailed technical advice on corporate governance and company law measures. Click here to read the full press release.




CalPERS




  • Facts At A Glance: Corporate Governance: Track CalPERS focus list of underperfoming companies in corporate America and learn about studies that show how good corporate governance and shareholder activism add value.

  • In April 2005, CalPERS named five U.S. companies to our Focus List of poor financial and corporate governance performers. Find out more here (2005 Corporate Governance Focus List).

  • Press Release (13/9/05): CalPERS Names Corporate Governance Director: The California Public Employees Retirement System (CalPERS) today announced the appointment of Dennis A. Johnson as Senior Portfolio Manager for Corporate Governance. Johnson is scheduled to join CalPERS on September 15. He most recently served as Managing Director for Citigroup Global Markets, Inc. As Senior Portfolio Manager, he will direct day-to-day activities of the Corporate Governance unit; represent CalPERS on corporate governance issues at conferences, seminars, and company meetings; and oversee the pension fund’s Focus List Program, which targets underperforming companies.




Corporate Governance – www.corpgov.net




  • S&P Stops Scoring US Companies on Corporate Governance: Standard & Poor's Governance Services said it would no longer provide public corporate governance scores for U.S. companies, and it withdrew its corporate governance score (CGS) on Fannie Mae. S&P began issuing the scores in 2000. Fannie Mae became the first U.S. company to reveal its score in 2003. S&P scored companies upon request by the companies. The scores were based on a complex "interactive assessment of a company’s governance structure and practice, conducted with the cooperation of the company." Companies could either use the reports as a confidential diagnostic tool or publish them.

  • New Corporate Governance Foundation in India: The National Foundation for Corporate Governance (NFCG) is being set to implement the principles developed by the Organisation for Economic Co-operation and Development (OECD). The agency will initially evolve corporate governance principles in three areas — institutional investors, independent directors and auditing. The first meeting of the Governing Council of the NFCG was held on July 28, 2004 under the Chairmanship of Shri Prem Chand Gupta, Minister, Company Affairs. The NFCG is a trust, which has been set up by the Government in association with the Confederation of Indian Industry (CII), Institute of Chartered Accountants of India (ICAI) and Institute of Company Secretaries of India (ICSI).

  • Shearman & Sterling LLP released its annual survey on corporate governance practices of the 100 largest U.S. public companies.

  • Benchmarking Corporate Governance Risks: Governance and Risk: An Analytical Handbook for Investors, Managers, Directors, and Stakeholders by George S. Dallas (Editor). This handbook presents the most comprehensive framework for corporate governance as a risk factor that I have ever seen. I have several books on my shelves that compare corporate governance systems in the US, UK, Japan, Germany and France but this one also includes Brazil, China, India, Korea, Russia and Turkey.




GovernanceMetrics International




  • Sep 13, 2005 - GMI Releases New Global Ratings




Henley Management College




  • 11 - 13 October 2005, 8th International Conference on Corporate Governance and Board Leadership, The New Corporate Governance - Beyond Compliance: Driving Business Performance. For more information please click here.




Institute of Directors




  • New publication (09/05): The Director's Handbook - Your Duties, Responsibilities and Liabilities




Institutional Shareholder Services (ISS)




  • Institutional Shareholder Services completes its Acquisition of IRRC: Turns its Focus to Seamless Integration for Clients - Press Release 08/02/2005

  • Institutional Shareholder Services responds to Evolving Client Needs by Agreeing to Acquire IRRC's Commercial Business: Helps IRRC Return to its Research Roots by Funding New Independent IRRC Institute for Corporate Responsibility - Press Release 07/13/2005

  • Institutional Shareholder Services acquires Proxy Australia: Combination Will Deliver Local Corporate Governance Expertise with Global Scope - Press Release 06/21/2005

  • Institutional Shareholder Services acquires Deminor Rating: Leverages Europe's Leading Corporate Governance and Proxy Voting Firm to Create ISS Europe - Press Release 05/25/2005

  • ISS Annual Conference- Celebrating 20 Years of Corporate Governance Excellence -- October 19-21, 2005
    Click here to view agenda

  • China's Securities Reform Prompts Concern 09/16/2005: Compensation is unlikely for holders of foreign-denominated shares

  • Do Options Provide an Incentive to Cheat? 09/16/2005: Researchers find that large stock option grants may lead to financial misstatements

  • Canadian Investors Push for Majority Elections 09/09/2005: Canada joins debate on switching from plurality voting

  • Corporate Disclosure Improves in Central and Eastern Europe 09/09/2005: PFS Program surveys corporate websites in CEE, Greece and Turkey

  • Corporate Governance News: Average U.K. CEO Pay Increases 09/09/2005: Former Kmart CEO and CFO sued by the SEC




International Corporate Governance Network




  • ICGN Annual Conference 2005: The ICGN 2005 Annual Conference in London in early July attracted an audience of over 500 from over 30 countries and set a standard of debate and dialogue on leading edge issues such as cross border regulation, investor governance, auditing and accounting and board responsibilities.

  • ICGN Statement on Global Corporate Governance Principles (Revised 8 July 2005 at the Annual Conference in London)




INTES




  • Corporate Governance Codex for Family Businesses (in German) - The discussion over Corporate Governance has reached family businesses. With the implementation of this Codex, INTES have given family companies and their partners a reliable framework for the evaluation and optimisation of their businesses.




Investor Responsibility Research Center




  • ISS and IRRC Join Forces: As we continue to deliver on our promise of continually increasing the value we bring to our clients worldwide, IRRC is pleased to announce that it has entered into an agreement to be acquired by Institutional Shareholder Services.

  • ISS and IRRC: Responding to Evolving Client Needs in the Corporate Governance Industry - Media Presentation

  • September 16 - Singapore Announces New Corporate Governance Rules For Banks and Insurance Companies (More...)




Manifest: the proxy voting agency




  • Companies able to live with Code: Richard Northedge, Consultant Editor - September 2005
    If, when consultation closes next month on the Combined Code on Corporate Governance there are no calls for significant change, we should not assume it is perfect – simply that companies have calculated how to live with it and ignore the bits they do not like. More >>

  • Concerns about Elan CEO pay package: Alan Brett, head of research, Manifest - The Irish pharmaceuticals company, Elan, recently changed the severance package of its chief executive (CEO), Kelly Martin, in the event of a change of control. More >>




National Association of Corporate Directors




  • 2005 Edition of Director Professionalism (Just Released) New items in this hallmark publication include: easy-to-read summaries of the latest governance requirements, comparative viewpoints on board leadership, and current survey data on board practice. Order today.

  • Directors Monthly: Weighing the Value of Governance Guidelines August 2005, Vol 29, No 8




National Association of Pension Funds (NAPF)




  • 22/08/05: NAPF Release Policy Statement on Corporate Social Responsibility

  • 25/07/05: Scheme Governance

  • 28/06/05: Corporate Governance and Financial Reporting – constraint or accelerator on business?




Organisation for Economic Cooperation and Development (OECD)




  • 07-Sep-2005: China needs far-reaching reforms in public and corporate governance, OECD says - China needs to make wide-ranging changes in the way it runs its public and private sectors if it is to continue on a stable growth path leading to full integration into the world economy, according to a new report from the OECD.




Social Science Research Network (SSRN)




  • "Toward a Behavioural Corporate Governance Theory: An Exploratory View (Pour une gouvernance d'entreprise 'comportementale': unereflexion exploratoire)" By: Gerard Charreaux, Universite de Bourgogne - (June 2005)
    ABSTRACT: The objective of this article is to show how behavioural theories, in particular behavioural finance, can help to build a corporate governance theory allowing to fill the many gaps of the dominant law and finance theory. In particular, we underline the problems raised by the concept of behavioural bias and its integration in the corporate governance theory.

  • "Enforcement of Corporate Codes" By: Eddy Wymeersch, Ghent University, Faculty of Law
    ABSTRACT: Corporate governance codes have been published in several European jurisdictions. Most are of a self regulatory nature, others are rooted in the law. In both cases the provisions of the codes apply on a "comply and explain" basis. Enforcement mainly takes place through market mechanisms, including by shareholders using their legal and factual rights within the company. Moreover, the legal system will normally absorb these rules through blank norms, such as liability or contract rules. In states where the law has expressly referred to the code – in Germany and in the Netherlands, additional questions arise. The role of the market supervisors and of the auditors have expressly been discussed in these jurisdictions. The analysis concludes that market led enforcement, along with a strengthening of company law mechanisms constitutes the best equilibrium for developing adaptive but nevertheless effective corporate governance practices.

  • "Takeovers in the Boardroom: Burke versus Schumpeter" by: Ronald J. Gilson, Stanford Law School, Columbia Law School, European Corporate Governance Institute (ECGI), Reinier H. Kraakman, Harvard Law School
    ABSTRACT: This article was written for a symposium on the occasion of the 25th anniversary of Martin Lipton's 1979 article, Takeover Bids in the Target's Boardroom. In our view, Takeover Bids is a Burkean take on a messy Schumpeterian world that, during 1980s, reached its apex in Drexel Burnham's democratization of finance through the junk bond market. But the irony is that today, long after the Delaware Supreme Court has adopted many of Lipton's views, there is a new market for corporate control that no longer poses the threats - or supports the opportunities – that the market of the 1980s created. Today's strategic bidders and their targets share the same boardroom views. And for precisely this reason, "just say no" is no longer the battle cry that it once was. It stirred the crowds in the past precisely because hostile takeovers could be credibly depicted as a sweeping threat to the status quo - a claim that no one would make about today's strategic bidders. The market for corporate control now is a process of peer review, rather than an instrument of systemic change. What is lost as a result is just what, in the conservative view, has been gained: the capacity of the market for corporate control to ignite the dynamism that in our view has served the U.S. economy so well. Although Lipton may still lose today's battle to allow targets to just say no to intra-establishment takeovers, he will still have won the larger war. For now, at least, boardrooms are insulated from much of the force of a truly Schumpeterian market in corporate control of the sort we briefly glimpsed during the 1980s.






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