Corporate Governance eJournal

Executive remuneration under scrutiny: The cutting edge of the 'shareholder spring'

Jim Corkery et al. — Wed, 06 Feb 2013 17:30:02 PST

As profits and share prices in large corporations fell in recent years, the venerable argument that high pay levels must exist to attract the best people lost credibility. Disgruntled shareholders focussed on excessive levels of executive remuneration. They began to act in concert to discourage excessive remuneration. They voiced other concerns, too. The ‘shareholder spring’ had arrived.

The gender gap: A quota for women on the board

J. F. Corkery et al. — Sun, 04 Nov 2012 14:55:58 PST

Law schools and MBA programs have been yielding equal numbers of male and female graduates for 25 years. One would reasonably expect, then, that women would populate Australian boardrooms in large numbers. Yet, only 12% or so of directors are women in Australia and the US, and no more than 3% of public company CEOs or Chairs. Norway, France and Spain have acted to redress their imbalances. They say the only proven method of advancing women into boardrooms in large numbers and in timely fashion is to impose quotas.

In September 2012, the Credit Suisse Research Institute reported that public companies with at least one woman on the board handsomely outperform those with none. This is a game changing revelation. Prime Minister Gillard announced soon after that the Australian government is ‘committed to achieving a minimum of 40% of women in Australian Government Board by 2015’ A quota may be the best way of achieving this.

Educational institutions, corporate governance and not-for-profits

John Lessing et al. — Tue, 02 Oct 2012 19:22:48 PDT

Schools are a big part of the not-for-profit (‘NFP’) sector in Australia. This article considers the choice as operating structure of NFPs and recommends a uniform operating structure that might be used for all. The company limited by guarantee is a useful structure since the provisions of the Corporations Act2001 (Cth) (‘Corporations Act’) offer day-to-day operating rules and law. This article suggests that a new chapter be inserted into the Corporations Act specifically to account for NFP activities. The recommendations draw upon the recent English inquiry and legislative amendments. We also refer to the January 2011 Australian Government consultation paper, Scoping Study for a National Not-for-Profit Regulator, that considers the feasibility of a nation-wide regulator.

Environmental Corporate Social Responsibility and the Carbon Economy: A Case for CSR, the Triple Bottom Line and Obliquity

Sabina Medarevic — Wed, 13 Jun 2012 22:56:25 PDT

Expenditure in pursuit of the goals of Corporate Social Responsibility (CSR) is increasingly compatible with profit-maximisation. The benefits of adopting CSR can have significant advantages for both shareholders and the environment, particularly when undertaken voluntarily. But another factor in favour of CSR is the oblique pressures brought to bear from a sense of moral obligation, a more ethical approach, sweeping into boardrooms. Obliquity may achieve even more than direct measures.

Corporate Social Responsibility in China

Jessica Jue Fang — Wed, 04 Apr 2012 20:40:20 PDT

This article, published in Mandarin and English, defines corporate social responsibility in China. It further examines some existing problems and CSR incidents in China, and analyses the relevant legal regulations. Finally, the article provides suggestions for changes to Chinese substantive and procedural law.

Corporate governance in Qatar: A comparative analysis

Zain Al Abdin Sharar — Thu, 05 Jan 2012 21:07:09 PST

This article offers an overview and brief comparative analysis on the degree of compliance of Qatar’s corporate governance framework with the OECD Principles of Corporate Governance 2004. It also formulates a number of specific recommendations to the QFMA for strengthening the corporate governance framework in Qatar.

The Business Judgment Rule: ASIC v Rich and the reasonable-rational divide

Matthew Hooper — Thu, 26 May 2011 18:14:13 PDT

In recognition of the risky nature of most business, courts are reluctant to intrude into the boardroom and second-guess directors’ decisions. Providing the directors have performed their duties without personal interests being served, have informed themselves, and have acted in what they believe are the company’s best interests, the courts will not interfere, unless the decisions are really very foolish. Only then will honest directors have to face actions for negligence. Certainly, they can make bad decisions and not be pursued. This notion or principle, which shields directors from all but the most egregious carelessness, is called the business judgment principle. In some jurisdictions, as in Australia, the principle has been set out in the statute as the business judgment rule. It blunts the blade of the director’s duty of care and diligence.

Share Options As A Component Of Executive Remuneration: Current Issues

Thomas Ritchie — Sun, 07 Nov 2010 17:55:00 PST

Every year executive remuneration grabs headlines in the press and for a short period there is an intense debate over it. The debate is largely about whether the level of remuneration is justified: whether it is a result of competitive pressure in the market for skilled managers, or a result of executives’ greed and institutional shareholder apathy.

Corporate Governance in China

Mabel Tsui — Thu, 21 Oct 2010 19:50:25 PDT

So far as Asia is concerned, corporate governance is an import. The concept itself was virtually unknown in China ¬a decade ago. Yet corporate governance has now been enthusiastically embraced in China, to the point that the year 2005 was declared the Year of Corporate Governance and extensive amendments have been made to several laws and regulations with an emphasis on corporate governance. This essay will consider the effectiveness of China’s corporate governance law on paper and in practice with the OECD’s Principles of Corporate Governance acting as a general guide.

Corporate governance - A survey of Australian and South East Asian systems

Lenice Lim — Thu, 02 Sep 2010 22:51:31 PDT

Legislators and civil society have an interest in ensuring that Australia’s corporate governance framework is as effective as possible. There is a potential benefit to reviewing foreign corporate governance frameworks, because they may point the way to a more effective Australian framework. This paper is a survey of corporate governance frameworks in six South East Asian jurisdictions.