Corporate Governance

ISSN :
2077-6535 (en ligne)
ISSN :
2077-6527 (imprimé)
DOI :
10.1787/20776535
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Corporate Governance, Value Creation and Growth

Corporate Governance, Value Creation and Growth

The Bridge between Finance and Enterprise You do not have access to this content

Anglais
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Auteur(s):
OCDE
Date de publication :
20 août 2012
Pages :
88
ISBN :
9789264179547 (PDF) ; 9789264179530 (imprimé)
DOI :
10.1787/9789264179547-en

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This publication examines the role of corporate governance arrangements in providing the right incentives to contribute to the value creation process within the private enterprises and the implications of the differences in ownership structures on corporate governance practices and frameworks. It also addresses these global changes from emerging markets perspective and the distinguishing features of these economies that shape their capital markets, corporate structures and corporate governance landscape.

This publication is an important reminder that all those corporate governance rules, regulations and practices that we discuss are not a goal in themselves. They are supposed to be means to a greater end. Be it minority rights, mandatory bids, or independent directors, the rules and regulations that we put in place should serve a purpose. And it is against this purpose and these objectives that the quality of any corporate governance system should be evaluated. So, we need to find a benchmark against which we can assess new regulations and evaluate existing ones.

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  • Cliquez pour accéder:  Foreword

    Credible and well functioning capital markets are a prerequisite for the development and sustainability of a vibrant private enterprise sector. And the prime policy objective is to make sure that corporations get access to the capital they need for innovation, job creation and growth. For this to happen markets need to have a robust framework of corporate governance rules and regulations that provides investors with confidence in the system and entrepreneurs with the incentives to develop their businesses. To ensure an efficient link between finance and enterprise is particularly important in the aftermath of the financial crisis when policy makers are looking for reforms to unleash innovation and productivity for sustainable growth. It is also essential for many developing and emerging markets where new generations of enterprises should be given the opportunity to access external capital, which will make it possible for them to realise their full potential and contribution to economic growth. However, when shaping the framework we must also take into account important structural developments in the financial and corporate sectors and make sure that rules and regulations are well adapted to current and future conditions. To address these issues, the OECD Corporate Governance Committee and the Capital Markets Board of Turkey organised the meeting Corporate Governance, Innovation and Value Creation on 1 February 2012 in Istanbul.

  • Cliquez pour accéder:  Preface

    This volume is an important reminder that all those corporate governance rules, regulations and practices that we discuss are not a goal in themselves. They are supposed to be means to a greater end. Be it minority rights, mandatory bids, or independent directors, the rules and regulations that we put in place should serve a purpose. And it is against this purpose and these objectives that the quality of any corporate governance system should be evaluated. So, we need to find a benchmark against which we can assess new regulations and evaluate existing ones.

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  • Ouvrir / Fermer Cacher / Voir les abstracts Outside Capital and Inside Value Creation

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    • Cliquez pour accéder:  Introduction

      The OECD is the international standard setter on corporate governance. Notably, the Committee on Corporate Governance adopted the Principles on Corporate Governance at the end of the 1990s and updated them in 2004 after a wave of financial crises around the world.

    • Cliquez pour accéder:  Entrepreneurship and Innovation in Listed Companies: What is the Role of Corporate Governance?

      A fundamental policy objective of corporate governance is to stimulate entrepreneurship and innovation in corporations. This chapter considers the role of corporate governance rules and regulations in promoting the competitiveness and innovative capacity of listed companies. Based on a research that examines the correlation between corporate governance structures and innovation in listed companies, the chapter analyses the development of an innovative business ecosystem where companies make themselves adaptable to smart regulations. It pays particular attention to board structure and role in promoting entrepreneurship and innovation in listed companies.

    • Cliquez pour accéder:  The Impact of an Emerging European Corporate Bond Market on Corporate Governance

      Corporate debt and equity are two main forms of financing that give companies an opportunity to access external capital they need for investment and growth. This chapter examines the European corporate funding market and highlighs the needs for capital in refinancing maturing loans in the coming years and the possible impacts of Basel III on banks' capital needs. The chapter discusses the need for non-bank debt funding and loan contracting considering banks would have a decreasing share in corporate funding in Europe and equity markets would not be able to bridge this gap. It also addresses the corporate governance aspects of debt contracts which have the potential to exert positive influence on the management of a company for value creation.

    • Cliquez pour accéder:  Regulating for Value Creation: What is the Link between Market Confidence and Contractual Freedom?

      This chapter examines the structural differences among countries, industries and firms in terms of the role of corporate governance in economic growth, entrepreneurship, innovation and value creation. It also discusses the fundamental changes in both financial and corporate sectors, particularly high frequency trading, short-termism in equity investment and corporate investment plans. Three main potential risks of excessively prescriptive codes are pointed out; problem of identification, unintended consequences of rules and homogeneity that exacerbates systemic risks. The chapter concludes with recommendations to develop policies to promote the appropriate balance between contractual freedom and market protection.

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  • Ouvrir / Fermer Cacher / Voir les abstracts Ownership Structures and Corporate Governance: Will One Size Fit All?

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    • Cliquez pour accéder:  Introduction: What Makes Controlling Ownership Different?

      Mainstream corporate governance has been geared towards issues with public companies and dispersed shareholders. The problem has always been the agency issue. The question has been: how can managers be reined in, in the interest of shareholders overall? There is nothing wrong with that focus. Dealing with the agency issue in public companies was a very important development, and we have made progress worldwide in focusing on this. The only problem is that perhaps this was too limited a view. There is more to corporate governance than this.

    • Cliquez pour accéder:  Corporate Control and Incentives in a Dynamic Perspective

      The subject of this chapter is entrepreneurship; Entrepreneurship and corporate governance. Entrepreneurs do things that have not been tried before. Their function in society is precisely to meet new challenges by embarking in uncertainty – a course of action whose odds cannot be calculated with any precision. The challenge for us, practitioners and academics, is to identify how corporate governance can support entrepreneurship. This is challenging as well because we do not know how to support something that is uncertain. Entrepreneurship is based on knowledge that is not possible to describe, let alone communicate.

    • Cliquez pour accéder:  One Size for All? –  The European Union Experience

      This chapter analyses the harmonisation of national company laws and corporate governance rules in the EU countries. The harmonisation of national rules has both advantages and disadvantages, however ignoring differences in company ownership structures among countries runs the risk of diluting control and hindering an active ownership function within a firm. To address the risks related to harmonisation in the EU three issues are examined; 1) the varying characteristics of shares, such as voting rights, 2) controlling owners role in composition, competence and working methods of the board, and 3) market for corporate control.

    • Cliquez pour accéder:  Long-Term or Short-Term Shareholdership: Does it Really Count?

      This chapter aims at discussing the importance of how to organise corporate governance in the current economic context where there is a pressing need to restore trust in the integrity of public companies and their corporate governance arrangements. The chapter develops three assumptions on long-term and short-term shareholdership and seeks to test them from a corporate governance perspective. To conclude, the chapter highlights the benefits of flexibility of corporate governance codes, how companies comply with the codes and the importance of explanations in a comply-or-explain method.

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  • Ouvrir / Fermer Cacher / Voir les abstracts The Emerging-Market Perspective

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    • Cliquez pour accéder:  Brazilian Perspective

      This chapter begins by describing the legal and regulatory framework that existed in Brazil before 2002, when the Novo Mercado was created by the Brazilian Stock Exchange (Bovespa), and the problems that prevailed there at the time. It then presents the types of remedies that were chosen to address the types of problems observed, which constitute the main Novo Mercado rules. It is not a typical set of corporate governance rules, although it was largely influenced by the dominant concepts and prescriptions in this field. Finally, it analyses both how the adoption of these corporate governance provisions has influenced the Brazilian market and whether there is already an outcome after ten years.

    • Cliquez pour accéder:  Malaysian Perspective

      This chapter describes the corporate governance framework of Malaysia under the new concept of Growth with Governance master plan for capital market development. The goal of the plan is to promote economic growth and vibrancy of the market that is underpinned by an efficient corporate governance system. Following an overview of the corporate governance developments in Malaysia and Corporate Governance Blueprint that was published in 2011 by the Securities Commission, the chapter analyses the key challenges faced by the emerging markets in the area of corporate governance, such as heavy reliance on regulatory discipline, lack of corporate governance culture and complying with the bare minimum standards.

    • Cliquez pour accéder:  Business Perspective

      This chapter addresses the current corporate governance issues, such as remuneration, independent directors, external board evaluations, approval of the related party transactions and transparency practices, from a business perspective. The chapter concludes with some recommendations on the minimum number of board members, corporate governance training for board members, requirement for having women on corproate boards and remuneration of independent board members.

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