Principles of contemporary corporate governance

Aims at providing a concise presentation of key topics and emerging themes in corporate governance. The text provide both law and business students, as well as practitioners of law and management, with an easy to follow explanation and analysis of key corporate governance principles.

Liberty beyond neo-liberalism: a republican critique of liberal governance in a globalising age

Steven Slaughter examines whether liberals can govern in a way that promotes liberty and moderates the significant social dislocation associated with neo-liberalism and economic globalisation. This book critically evaluates the potential of various liberal arguments to adequately address the harmful social aspects of economic globalisation in three distinct stages. First, it examines the configuration of contemporary economic globalisation and the consequences of this process for liberal thought and governance. Second, it examines contemporary liberal approaches by critically examining a series of liberal texts that provide practical alternative schemes of governance. Third, in finding these contemporary liberal arguments insufficient to the task of a socially responsible regulation of economic globalisation, the book concludes with an innovative scheme that stems from neo-Roman republican political theory.
This alternate approach is termed global civic republicanism and seeks to retrieve the public and civic character of the state in order to provide its citizens protection from economic vulnerability and thereby constitute a resilient form of individual liberty. As such, the philosophical and practical resources that support the idea of republican states are outlined and contrasted with cosmopolitan modes of thought. The legacy of republican ideas in respect to political economy, world politics and global governance are also examined.

The role of internal audit in corporate governance and management

This research report is based on a study undertaken in Australia, and aims to evaluate the role of internal audit in corporate governance and management. It identifies the accountability structures and objectives of internal audit, considers the nature of internal audit functions and the extent of application of The Institute of Internal Auditors Standards of Professional Practice, reviews the relationships of the chief audit executives (CAEs) and assesses the nature of financial report risks and other issues covered by internal auditors. The research findings include a diversity of accountability structures for CAEs and a range of internal audit activities, with the application of the IIA Standards being in need of improvement. In conclusion, the researchers make recommendations for improvements in practice to be considered by The Institute of Internal Auditors and other regulating and governing bodies.

Management attitudes to corporate governance issues : evidence from Sri Lanka

This study investigates the attitudes of senior managers in Sri Lankan firms to governance issues using a countrywide cross-sectional survey. Respondents from 64 public firms provide information on manager's attitudes to internal control procedures: (1) producing misleading financial reports, (2) providing faulty investment advice, (3) permitting insider-trading, and (4) providing inaccurate advertising. We establish if these attitudes vary with 5 firm-specific factors: industry group, international exposure of firms, size, whether the firm was listed or not, and whether the firm had a written code of ethics. Employing ordinal logistic regression techniques, the results demonstrate significant variation by respondents within different types of firms. Specifically there was little variation to these issues when respondents were classified by industry, with most variation when classified by international involvement. Respondents from firms with significant international exposures were strongly opposed to most practices, while respondents from firms with written codes of ethics were strongly opposed to the production of misleading reports and insider-trading. Interestingly respondents from listed firms were most opposed to insider-trading, while smaller firms were more opposed to misleading advertising than respondents from larger firms. The results have important implications for the implementation of corporate governance practice.

Ensuring balance in corporate governance : parts 2F.1 and 2F.1A of the Corporations Law

Effective corporate governance must balance the competing, and at times conflicting, objectives of efficient endeavour and accountability. The CLERP amendments to the Corporations Law introduced on 13 March 2000 go a long way towards providing this balance. While the business judgement rule was introduced to promote efficient endeavour, Pts 2F.1 and 2F.1A maintain corporate accountability. This article compares Pts 2F.t and 2F.1A of the Corporations Law. It is argued that, although there are procedural and substantive differences between the two parts that need to be understood by practitioners, the importance of the two Parts is that they work together to provide for a much-needed improvement and enhancement of shareholder rights and remedies, thus upholding accountability in corporate governance.

The implementation of OECD corporate governance principles in post-crisis Asia

The recent OECD Principles on Corporate Governance provide a framework for the convergence of global corporate governance practice. This paper considers the implementation of these global ‘best-practice’ standards of governance as part of the continuing post-economic-crisis reform throughout Asia. These initiatives have explicitly acknowledged that no single model of governance can exist, and instead have focused on those elements apparently common and, therefore, applicable to all countries. Notwithstanding the existence of these elements, this paper investigates the difficulties involved when attempting to implement general rules across countries at different stages of economic and legal development. While implementation will be hindered by obvious cultural disparities, long-term change in practice requires a cultural shift in the philosophical and financial bases of the firm.

Governance, social responsibility and the banking sector

Banks in both the developed and undeveloped world remain at the core of financial systems and have the unique ability to write cheques against themselves. In light of the essential culture of credit at the heart of banking operations then the structures of corporate governance should especially reflect the supervision and management of risks and credit. This means that committee and management structures as well as staffing commitments revolve around credit and other risks.

Reflections on some recent corporate governance reforms in Germany. A transformation of the German aktienrecht?

Focuses on the German law reform relating to public corporations. Flaws to the German system of corporate governance; Advantages of comparative corporate governance research; Features of the German Corporate Governance Code.

Biotechnology and governance in Australia and Sweden: path dependency or instutional convergence?

The development of new generic technologies occurs within traditional structures of industry-government interaction, but also unleashes a process of 'creative destruction' generating new institutional patterns. This article, focusing on biotechnology, describes and compares policy processes and institutional arrangements in Australia and Sweden. The Swedish biotechnology sector displays a pattern of fragmentation and relatively weak state steering. Australia, by contrast, has implemented a set of comparatively coordinated regulatory and other measures to foster the growth of biotechnology. This observation contradicts the characterisation of Sweden as a 'strong state' economy, and challenges the depiction of Australia as lacking in state steering capacity. The relative open-endedness of the search in these countries for a mode of regulation of biotechnology suggests that the role of the state in economic restructuring today is fundamentally distinct from that of earlier periods.

Information disclosure and corporate governance in listed companies in China: from Yinguangxia to Enron

China's path to the development of a modern securities market has not been a smooth one. This article argues that efforts to impose Western securities market models on China have been fraught with difficulty. This is especially clear from the adoption of information disclosure principles and practices. While the integrity of disclosure practices is a fundamental element in maintaining investors' confidence in securities markets, disclosure practices need to be attuned to China '5 systemic features, especially in regard to its legal structure and rules. Market failures, such as the collapse of Enron in the United States, have led to a realisation that US disclosure models have their own difficulties and that these should not be uncritically used. This article reviews recent Chinese law andpractice (using the Yinguangxia false disclosure scandal as an example) in this area and calls for the adoption of a more critical approach towards the use of Western models with particular regard to China's own distinctive pathways of reform.