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Acknowledgements
I would like to thank everyone who has encouraged and supported me in writing this book.
First, thanks go to those who have encouraged me to research and write about corpo-
rate governance. In the early 1990s, Sir Adrian Cadbury inspired me to undertake research
in the field of corporate governance and was always very supportive. Other leading figures
who have influenced me with their contributions to the development of corporate govern-
ance include Robert (Bob) A.G. Monks, Nell Minow, Jonathan Charkham, Steve Davis, and
Professor Bob Tricker, to name but a few.
Thank you to everyone at Oxford University Press who has contributed to the publica-
tion of this book. Thanks also go to the anonymous reviewers who constructively reviewed
earlier drafts of the book and gave many helpful comments.
A heartfelt thanks to family and friends who have encouraged me to write this book, and
have always been there for me, especially to: Paul; Rita, Bernard, and Christopher; Pam and
Tom; Liz; Alice, Yu Loon, and Thorsten; Ioana, Costin, and Mara; and Jane. Also a special
thank you to Ben. Finally, to Merlin and Harry (‘the two magicians’) for their patience, devo-
tion, and sense of fun at all times.
Contents
1 Introduction 1
Barings Bank 2
Enron2
Parmalat 3
Satyam 4
Securency 4
China Forestry 5
Olympus Corporation 5
Petrobras 6
Steinhoff 7
Carillion 7
Shortcomings in companies’ corporate governance 8
The role of corporate governance 9
About the book 12
5 Family-owned firms 99
Introduction 99
Ownership structures around the world 99
Family-owned firms and governance 101
Smaller quoted companies 104
Unlisted companies 108
Conclusions 110
14 Conclusions 392
Index 397
How to use this book
Learning Objectives
Learning objectives
Introducing you to every chapter, learning objectives
● To understand the various main theories that underlie th
corporate governance outline the main concepts and themes covered in
● To be aware of the impact of the form of legal system, cap
each chapter to clearly identify what you can expect
ownership structure on the development of corporate go
to learn. They can also be used to review your learning
and effectively plan your revision.
Questions
Questions
The discussion questions to follow cover the key learning points Check your progress and test your knowledge with
the additional reference material will enhance the depth of stud these end-of-chapter questions, which cover the key
of these areas.
learning points of each chapter.
1. Critically discuss the main theories that have influenced the
governance.
2. Do you think that different theories are more appropriate t
?
Useful Websites
Useful websites
www.accaglobal.com The website of the Association of Charte
Advance your learning and further develop your
information about corporate governance and their related a understanding with relevant and recommended
www.bankofengland.co.uk The website of the Prudential Reg websites that can assist your research and revision.
a part of the Bank of England and responsible for the pruden
banks, building societies, credit unions, insurers, and major i
How to use this book xv
Supporting content for both students and registered lecturers of the book is available in the
online resources. Students can test themselves with fill-in-the-blank questions or explore
the subject further with web links to relevant content. Lecturers can download PowerPoint
slides and access additional case studies for use in their teaching.
There is also a link to the Corporate Governance blog, regularly updated by Christine Mallin
and Bob Tricker, offering comment on current events in the world of business, economics,
and finance, from the perspective of corporate governance.
Visit www.oup.com/uk/mallin6e/ to find out more.
List of examples and case studies
Barings Bank, UK 2
Enron, USA 2
Parmalat, Italy 3
Satyam, India 4
Securency, Australia 4
China Forestry, China 5
Olympus Corporation, Japan 5
Petrobras, Brazil 6
Steinhoff, South Africa 7
Carillion, UK 7
Cadbury Plc, UK 111
CK Hutchison, Hong Kong 111
Fiat (now FCA), Italy 112
Chevron, USA 148
ThyssenKrupp, Germany 149
Rio Tinto Plc, UK 150
IKEA, Sweden 184
Centrica, UK 185
L’Oréal, France 186
Institutional investors and SRI, Myanmar 190
Statoil, Norway 226
McKesson Corporation, USA 227
Deutsche Bank, Germany 227
Persimmon Plc, UK 259
Honeywell International Inc., USA 259
Pearson Plc, UK 261
Royal Bank of Scotland Plc, UK 266
Safran, France 296
Volkswagen, Germany 297
Telecom Italia, Italy 297
OAO LUKOIL, Russia 323
MOL, Hungary 324
Axiata Group Berhad, Malaysia 357
Samsung Electronics, South Korea 358
Tata, India 384
Ultrapar, Brazil 384
List of figures and tables
Figures
2.1 Main theories influencing the development of corporate governance 24
Tables
2.1 Summary of theories affecting corporate governance development 18
5.1 Areas of the UK Corporate Governance Code that may prove difficult
for smaller companies 107
Agency theory One party (the principal) delegates Common law Based on legal principles supplemented
work to another party (the agent). In a corporate by case law. Generally gives better protection to
scenario, the principal is the shareholder and the agent minority shareholders.
the directors/managers. Agency theory relates to the
Comply or explain A company should comply with
costs involved in this principal–agent relationship,
the appropriate corporate governance code but, if it
including the costs of aligning the two sets of interests.
cannot comply with any particular aspect of it, then it
Audit The examination by an independent external should explain why it is unable to do so.
auditor to determine whether the annual report and
Controlling shareholders Those who have
accounts have been appropriately prepared and give a
control of the company, although this may be indirectly
true and fair view.
through their holdings in other entities, and not
Audit committee A subcommittee of the board that directly.
is generally comprised of independent non-executive
Corporate social responsibility Voluntary actions
directors. It is the role of the audit committee to review
that a company may take in relation to the management
the scope and outcome of the audit, and to try to ensure
of social, environmental, and ethical issues.
that the objectivity of the auditors is maintained.
Directors’ remuneration Can encompass various
Auditor rotation The audit firm is changed after
elements, including base salary, bonus, stock options,
a number of years in order to help ensure that the
stock grants, pension, and other benefits.
independence of the external auditor is retained. There
are disparate views on the effectiveness of auditor Directors’ share options Directors may be given
rotation. the right to purchase shares at a specified price over a
specified time period.
Bank-oriented system Banks play a key role in
the funding of some companies and so may be able Dual board A dual board system consists of
to exercise some control via the board structure, a supervisory board and an executive board of
depending on the governance system. management.
Board diversity Gender, ethnicity, and other Fiduciary duty This is an obligation to act in the
characteristics considered to make the board more best interests of another party, for example, directors
diverse. have a fiduciary duty to act in the best interests of the
shareholders.
Board evaluation Boards should be evaluated
annually to determine whether they have met the Hard law Legally binding pronouncements such as
objectives set. The board as a whole, the board laws, regulations, and directives.
subcommittees, and individual directors should each
Inclusive approach The company considers the
be assessed.
interests of all of its stakeholders.
Board subcommittees The board of directors may
Independent directors who have no relationships
delegate various duties in specific areas to specialized
with the business, or its directors and management,
committees, such as the audit committee, remuneration
or other circumstances, which could affect their
committee, and nomination committee.
judgement.
Chair Responsible for the running of the board and
Information asymmetries Different parties may
chairing board meetings.
have access to different levels of information, which
Chief executive officer Responsible for the running may mean that some have a more complete or more
of the company. accurate picture than others.
Civil law Tends to be prescriptive and based on Insider system Ownership of shares is concentrated
specific rules. Generally gives less protection to minority in individuals or a group of individuals, such as families
shareholders. or holding companies.
Co-determination The right of employees to be kept Institutional investors Generally large investors,
informed of the company’s activities and to participate such as pension funds, insurance companies, and
in decisions that may affect the workers. mutual funds.
Glossary xxiii
Language: Italian
Capitan Riccardo
ROMANZO
SÈGUITO DI
S. M. LA REGINA
1911
Dott. RICCARDO QUINTIERI — Editore
MILANO — Corso Vittorio Emanuele, 26
Proprietà Letteraria
A garanzia dell’Autore e dell’Editore ogni copia deve
qui portare la numerazione progressiva e il «timbro a
secco» della Società degli Autori di Milano.
SOC. AN. PER LE ARTI GRAFICHE «LA GUTENBERG» —
MILANO, Corso Romana, 113
STAB. «LA COMPOSITRICE» — MILANO, Via Carlo Maria
Maggi, 6.
I.