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  • 101
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 102
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: This study tests the proposition that tolerance for ambiguity, a personality variable, is a significant moderating variable on the effects of management advisory services (MAS), competition and size of audit firm on bankers' perceptions of auditor independence. Using 41 New Zealand bank officers as subjects and a multifactor ANOVA design, this study found that tolerance for ambiguity moderated the effects of MAS and audit firm size on third party perceptions of auditor independence.
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  • 103
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: Book Reviewed in this article:Banaga, Abdelgadir, Graham H. Ray and Cyril R. Tomkins (1994) External Audit and Corporate Governance in Islamic Banks.
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  • 104
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 105
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: Using data collected through a series of interviews with top executives at 24 large British companies, this paper examines current practice in the selection and use of non-executive directors on British boards. The process appears to be dominated by the influence of the chairman. In very few cases are there nomination committees in operation. The typical nonexecutive will serve for around 12 years and some for much longer. There is little scope for shareholder participation in the nominations process. These and other findings are analyzed from the perspective of the recent Cadbury Committee Report.
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  • 106
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 107
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: In the UK, recently, there has been an intense debate about what constitutes good corporate governance. This paper presents the results of a retrospective postal survey into the nature of corporate governance structures in UK companies. The objective of this paper is to isolate the extent to which key corporate governance innovations are being adopted in the boardrooms of UK companies. The main findings can be summarised as follows: (i) 77 per cent of the sample of quoted companies separated the role of chief executive officer and chairman in 1993 compared to 57 per cent in 1988; (ii) 94 per cent of quoted companies operated remuneration committees in 1993 as compared to 54 per cent in 1988; (iii) the incidence of audit committees among companies has doubled between 1988 and 1993 whilst the incidence of nomination committees has trebled; (iv) in apparent contradiction of the Institutional Shareholders’ Committee recommendation, of those companies that operated remuneration committees in 1993, 40 per cent had the top executive director as a committee member. Overall the picture that emerges is of radical change in governance innovation since the late 1980s.
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  • 108
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: Using 20 bankers as subjects, this exploratory study examined the effects of audit committees on bankers’ perceptions of auditor independence. Results reject the null hypothesis which suggest that bankers place more reliance on financial statements in considering loan applications given information on the presence of audit committees than given information on their absence. Those bankers given information on the presence of audit committees recommended a lower interest rate premium than those given information on the absence of audit committees. These findings suggest that bankers given information on the presence of audit committees perceived a lower loan risk as a result of a higher confidence in the auditor to maintain independence than those given information on the absence of audit committees. It can then be concluded that audit committees had a significant effect on bankers’ perceptions of auditor independence.
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  • 109
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 110
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 111
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 112
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 113
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 114
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 115
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 116
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: Book Reviwes in The Article:William D. Bygrave and Jeffry A. Timmons; Venture Capital at the CrossroadsColin Coulson-Thomas; Transforming the Company – Bridging the Gap Between Management Myth and Reality? Kogan Page 1992, 340 pages, f18.95 paperback.Thome, Katrina and Ian A. McAulay; Crusaders of the Rising Sun – a Study of Japanese Managers in Asia, Longmans, Singapore, 1992Bartu, Friedmann; The Ugly Japanese – Nippon's Economic Empire in Asia, Longmans, Singapore, 1992.Ishihara, Shintaro; The Japan that can say no – why Japan will be first among equals, Simon and Schuster, New York, 1989.Ostrom, Elinor; Crafting institutions for selfgoverning irrigation systems, Institute for Contemporary Studies, San Francisco, 1992. Videotape version, ICS Press, in NTSC, PAL and SECAM.Petit, Philip; Contempora y Political Theory, Macmillan, Singapore and New York, 1991.Kotter, John P.; Power and ZnfZuence – beyond formal authority, Free Press, Macmillan, New York, 1985.
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  • 117
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 118
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 119
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: This article explains the origins of the RSA (Royal Society for the encouragement of Arts, Manufactures & Commerce) Inquiry Tomorrow's Company: the role of business in a changing world, and discusses some of the issues raised in the consultations with business leaders which will be tackled by the Inquiry.
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  • 120
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 121
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: Book Reviwes in The Article:Kochan, Nicholas and Michel Syrett; New Directions in Corporate Governance; Report no. 2137; Business International Ltd., London, 1991Peacock, Alan and Graham Bannock, Corporate Takeovers and the Public Interest, Aberdeen University Press, 1991.Smith, Terry; Accounting for Growth; Century Books, London, 1992Cluman, Richad M.; To the End of Time – the seduction and conquest of u media empire; Simon and Schuster, New York, 1992Lewis, Michael; The Money Culture; Hodder and Stoughton, London, 1991; Coronet edition 1992Scott Morton, Michael S. (Editor); The poration of the 1990s – information technology and organizational transformation; Oxford University Press, New York, 1991
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  • 122
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 123
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    Corporate governance 1 (1993), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: Book Reviwes in The Article:Demb, Ada & Franz-Friedrich Neubauer, (1992) The Corporate Board: Confronting the Paradox', Oxford University Press, New York.Institute of Chartered Accountants of Scotland, (1992) Corporate Governance: Directors' Responsibilities for Financial Statements.Davies, Adrian, (1991) Strategic Leadership: Making corporate plans work, Woodhead- Faulkener.Levhe, Dennis (with William Hoffer), (1992) Inside Out, Arrow Books, London.Tang, Yung Wei, Lynne Chow and Barry J. Cooper, (1992) Accounting and Finance in China – a review of current practice, Longman (Far East), Hong Kong.Badaracco, Joseph L., Jr., (1991), The Knowledge Link – how firms compete through strategic alliances, Harvard Business School Press, Cambridge, Mass.Bower, Tom, (1992) Maxwell – the outsider, Mandarin, London (revised).Bruck, Connie, (1988) The Predators' Ball, Simon and Schuster, New York.Greenslade, Roy, (1992) Maxwell's Fall, Simon and Schuster, London.Institute of Directors, (1991) Guidelines for Directors, fifth edition, The Director Publications Ltd., Mountbarrow House, Elizabeth Street, London SW1 9RB, England (FAX 71235 5627).
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  • 124
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    Oxford, UK and Boston, USA : Blackwell Publishers Ltd
    Corporate governance 7 (1999), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 125
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    Corporate governance 7 (1999), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: This paper examines the relationship between internal and external governance mechanisms employed by UK insurance companies. The different external control mechanisms available to owners in mutual and proprietary companies suggests that different internal governance mechanisms may be employed to monitor managers. Data for the study has been obtained from a detailed questionnaire survey of UK insurance companies. We find a higher proportion of non-executive directors and a greater likelihood of separating the roles of company chairman and CEO in insurance companies compared to similar studies of UK quoted companies. Even though the proportion of non-executive directors does not differ significantly between mutual and proprietary insurers, the proportion of non-executives who are former executives is greater in the case of proprietary companies. This suggests that mutual companies are more likely to employ non-executives for monitoring while proprietary companies place more importance on retaining the business expertise of former executives. We find that UK insurance companies have utilised remuneration and audit committees since the mid 1980s. We also find that remuneration committees in mutual companies possess a greater proportion of non-executive directors than remuneration committees in proprietary companies.
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  • 126
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    Oxford, UK and Boston, USA : Blackwell Publishers Ltd
    Corporate governance 7 (1999), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
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  • 127
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    Corporate governance 7 (1999), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: The primary aim of this paper is to explore the relevance and applicability of leadership research in enhancing our understanding of boards of directors’ functioning and effectiveness. Secondly, to discuss methodological issues with respect to board research and indicate potentially fruitful methodological approaches. It is suggested that the leadership research stream focused on traits and competencies is particularly promising for future research on boards, since it has been demonstrated that there are traits that can distinguish leaders from non-leaders or effective leaders from ineffective ones; as well as that certain competencies can distinguish superior performers from average performers in particular jobs. Moreover, it is proposed that a promising way forward in terms of methodology is to focus on gathering in-depth qualitative longitudinal data of actual board behaviours based on observation, and to inform quantitative research by such in-depth data in order to enhance the operationalisation of theoretical variables, as well as identifying the critical variables in the first place.
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  • 128
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    Corporate governance 7 (1999), S. 0 
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    Topics: Political Science , Economics
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  • 129
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    Corporate governance 7 (1999), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: This study investigated the tasks and performance of the boards of UK listed companies. Questionnaires were sent to Chairmen of these companies and 134 responses were received from a reasonable cross-section. First, chairmen were invited to rate the importance of each of sixteen key tasks to their own board, and second, to estimate how much effort their board currently devotes to each. They were then asked to rate their board’s current performance and potential for improvement against the tests of good practice appropriate to each relevant task.The results provide evidence that boards are under pressure to fulfil ever-rising stakeholder and regulator expectations and to do more to promote the future prosperity of their companies. In addition, the study provides evidence that boards possessing a majority of executive directors consider that there is conspicuously greater potential for improvement in performance than those where non-executives are in the majority. Finally, the definitions of board responsibilities and tests of good practice used in the study have been shown to provide a comprehensive and robust template with which boards can assess their effectiveness.
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  • 130
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    Corporate governance 7 (1999), S. 0 
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    Source: Blackwell Publishing Journal Backfiles 1879-2005
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    Notes: The Peter’s Report
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  • 131
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    Corporate governance 7 (1999), S. 0 
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  • 132
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    Corporate governance 7 (1999), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: This article reviews findings from a study of corporate vision in hospice foundation in Britain. Evidence was obtained from 77 different independent charitable hospices about their founding groups, and the projects they carried out. The identified qualities of successful corporate visions are reported. The typical hospice is a very substantial charity organisation, representing a major achievement in both fund-raising and management terms. The groups who founded these hospices are shown to number 12 members on average, a significant difference from management groups in businesses. Groups also show striking consistencies in the professions represented, indicating a conscious and deliberate approach to recruitment. Social workers and administrators seem to have been under-represented, leading to later weaknesses in many organisations. An informal delegation of decision-making authority is evident, and very few decisions are recorded in committee minutes. Even fewer were division votes, which usually resulted in resignations of members. Patterns of leadership are explored, and it is shown that conventional assumptions about the need for charismatic leaders to maintain these projects are false. The leadership of these projects appears to reside in the maintenance of the original corporate vision. It is also shown that these organisations recognise authorities or influences that do not appear in their formal or legal structure, and this is a feature of institutions.
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  • 133
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    Corporate governance 7 (1999), S. 0 
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    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: In 1996 the UK Court of Appeal decided that Allerdale Borough Council was guilty of a fundamental breach of their obligations to abide by central government restrictions on capital spending. This decision followed the collapse of Allerdale Development Company, wholly owned by the local council, which had been set up to develop a leisure pool and timeshare flats as an innovative method of gaining resources for a ‘cash-strapped’ local authority. Whilst the debts arising from the company’s collapse were minor, the potential financial implications for lenders to local authorities estimated at 1bn were comparable with the corporate sector collapses of BCCI and Maxwell. Equally serious questions are raised about corporate governance and its link to entrepreneurial activity in the public sector.
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  • 134
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    Corporate governance 7 (1999), S. 0 
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  • 135
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    Corporate governance 6 (1998), S. 0 
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  • 136
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    Corporate governance 6 (1998), S. 0 
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    Topics: Political Science , Economics
    Notes: This article describes the corporate governance role of financial institutions in their portfolio companies during typical co-operative circumstances and during periods of corporate need and difficulty. The breakdown of relationships and the use of the market for control is also explored. Confidential case studies were prepared from interviews with senior directors and fund managers in UK based financial institutions. The implicit influence process was constrained by FI unwillingness to interfere in good performing companies and by limited FI power in co-operative circumstances. However, the case FIs were able to use their quasi insider knowledge advantage to diagnose problem areas in strategy, management quality, and the effectiveness of the board, and their negative impact on financial performance. They kept this diagnosis in reserve until circumstances arose where they could exercise much stronger influence. The article ends by exploring this extensive private influence process within institutionalist theory and by discussing the implications of this behaviour for policy changes.
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  • 137
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    Corporate governance 6 (1998), S. 0 
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  • 138
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    Corporate governance 6 (1998), S. 0 
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  • 139
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    Corporate governance 6 (1998), S. 0 
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    Notes: There has been much attention given to the growing activism of institutional investors in corporate governance. However, past research has been unable to establish a consistent relationship between institutional investors and firm behavior. This may have occurred because institutional investors have been assumed to be a homogenous group possessing the same objectives and behaviors. For a sample of 271 U.S. Fortune 500 firms for the years 1990 to 1992, we categorized the firms' institutional investors into four distinct types: pension funds, mutual funds, banks, and insurance companies. We found significantly different relationships between these categories of institutional investors and firms' strategic investments.
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  • 140
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    Corporate governance 6 (1998), S. 0 
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  • 141
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    Corporate governance 6 (1998), S. 0 
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  • 142
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    Corporate governance 6 (1998), S. 0 
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    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: Sir Adrian Cadbury (1993), commenting on the Cadbury Report, highlights not only the importance placed on outside directors for improved governance but also three areas of concern, namely the appointments process, the availability and the independence of outside directors.The strengths required for the role of outside director in a quoted PLC are considerable, and suggests that outside directors of listed UK public limited companies require the skills and experience that only existing executive directors of similar PLCs are likely to possess. Release by companies of their directors for outside duties raises its own governance issues. Should shareholders rather than internal management approve such appointments? Who has the right to the director’s fees, the company or the individual? Based on the response of 33 companies, this research finds that a majority (73%) have formal policies covering these governance issues but that between companies there are numerous policy differences.
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  • 143
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    Corporate governance 6 (1998), S. 0 
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  • 144
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    Corporate governance 6 (1998), S. 0 
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  • 145
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    Corporate governance 6 (1998), S. 0 
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    Source: Blackwell Publishing Journal Backfiles 1879-2005
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    Notes: In the wake of the report of the Cadbury Committee on Financial Aspects of Corporate Governance, most major public companies in the UK now have an audit committee in place. However, commentators have noted that the establishment of an audit committee does not guarantee its effectiveness and it is pertinent to the continuing corporate governance debate to consider how such effectiveness may be assessed. This paper reports on a study which examines audit committee activities through interviews with audit committee chairs, finance directors and internal and external auditors. The study identifies influences on the development and activities of audit committees which have not previously been researched in any detail: these include the reasons for audit committee establishment, the timing and conduct of meetings, and communication between participants. The paper argues that audit committee effectiveness should be evaluated from a perspective which acknowledges these influences and recognises the continuing development of the audit committee role over time.
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  • 146
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    Corporate governance 6 (1998), S. 0 
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    Notes: The twentieth century has seen a sea change in the concentration of ownership of U.S. corporations. Early in the century Berle and Means identified the divorce of ownership from control as the central corporate governance problem, but since the 1970’s ownership has been re’rating into the hands of fiduciary institutions – most notably pension funds and mutual funds. By the 1990s fiduciaries collectively owned over 50% of the outstanding equity of the 1,000 largest corporations. This new pattern of ownership, fiduciary capitalism, has begun to raise important policy questions including: How can agents (fiduciaries) effectively monitor other agents (boards of directors)? What are the social implications of universal ownership where fiduciaries own substantial stakes in virtually all of the corporations in a country, and, finally, What does it mean to maximize shareholder wealth when fiduciaries are universal owners?
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    Notes: This paper outlines the conceptual, cultural, contextual and disciplinary scope of the rapidly evolving topic of corporate governance. As a basis for improving the rigour of research and analysis, some definitions are suggested. Reasons for the diversity of view-points and concerns are considered. To provide an orientation for new scholars and those from specialised disciplines, recent surveys of corporate governance are reviewed from their ethnocentric, contextual, and intellectual contingencies. The prospects of developing the topic as a “science of organization” are considered along with areas for future research.
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    Notes: The publication in the UK of the Cadbury Report and its associated Code of Best Practice focused attention on the conduct and structure of boards in large companies. The Code suggested that greater financial accountability would be facilitated by increasing the number of non-executive directors, creating new sub-committees and ensuring that the power of the chair is limited. Surveys amongst FT100 companies show that their compliance with the Cadbury Code has been rapid and virtually complete (Bostock [1995], Cadbury [1995]); less attention has been paid to the compliance of small and medium-sized companies. The approach that is taken in this survey is to investigate the board structures chosen by these enterprises as they prepare for stock market listing. Companies are prepared for market with the advice of professional advisors who it is assumed have a reputational interest in the success of the issue; therefore, they advance corporate governance structures that satisfy potential investors’ expectations. Such companies are making their boards anew and should represent best-practice. This paper examines whether current practice in small and medium-sized companies conforms to the prescribed model for UK boards. It is concluded that the Cadbury Code is not the only model for emergent small to medium sized companies and that the market does not value its adoption in all cases.
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    Notes: This Australian study utilises disclosure requirements in accordance with Australian Accounting Standards AASB 1017: Related Party Disclosures, to provide a richer description of non-executive director characteristics. Consistent with the findings of Baysinger and Butler (1985) we find a three scale classification system for directors (insider, grey area, outsider) to better reflect board composition.The results indicate that 35% of non-executive directors were involved in transactions with their companies which potentially threaten their independence (i.e. grey area directors). On average, our findings reveal that the combination of insider and ‘grey’ area directors would constitute a majority of the board. This could lead to companies appearing to comply with current Australian recommendations through possessing a non-executive majority on the board, whilst in fact being controlled by internal management. This finding similarly applied to the composition of the audit committee.
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    Notes: Corporate Governance – responsibilities, risks and remuneration by Kevin Keasey and Mikie Wright
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    Notes: A considerable amount of attention has recently been given to the lack of equality for women in the economic arena. Women are systematically disadvantaged in many ways in terms of pay for the same job, promotion prospects and access to the most important top jobs in the United Kingdom. In this paper we present new evidence on women participation rates in UK boardrooms. In particular, our objectives are to (i) examine the proportion of executive and non-executive directors who are women (ii) to document the degree to which women are deployed to key boardroom committees.
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    Notes: Board activists continue to suggest – even demand – that the CEO and board chairperson positions be held separately, to ensure governance independence at board level. A regression analysis of large corporations provides no evidence of differences in independence across a range of dimensions. Even when the positions are held separately, the chairperson is often the former CEO, holds substantial equity in the firm and, in many cases, has familial ties to current executives.
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    Notes: This study examined views of women directors on criteria for their being selected, reasons for serving and benefits derived from their directorships. Data were collected from 280 women serving on Canadian corporate boards of directors using anonymous questionnaires. A successful career in traditional business organizations emerged as the major selection criteria. Personal contacts and visibility to male board members was essential. Company/industry interest and broadening skills and knowledge motivated women’s board service. Finally women board members reported considerable benefits from serving. Efforts to broaden the selection and nomination process to include more qualified women may benefit women, men and organizations.
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    Notes: This paper is based on a large and comprehensive survey of the investor relations process in large UK companies. The survey was primarily designed to investigate investor relations, secondarily to explore links between investor relations procedures and improvements in corporate governance. Of the independent variables, the size of company has the greatest association with measures of well organised and controlled investor relations. The use of a non–executive chairman also has a positive association. The proportion of non–executive directors does not appear to influence whether investor relations are well organised and successful.
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    Notes: This paper describes a process for the evaluation of the Chairperson by his or her fellow board members. It has been developed in close co-operation between academics and practitioners and has been successfully tested in different companies. Frequently, there is a fairly high threshold to be overcome before companies agree to such a step. They fear a dismantling of the authority of the Chairman or a “Götterdämmerung” in the board room. These fears are unfounded if the process is handled with care and embedded in a culture of learning; learning even at the level of the board. In such cases, all parties involved (and, in particular, the Chairman) found the process very helpful, and satisfaction was widespread despite considerable initial hesitation and uneasiness.
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    Notes: Over the past eleven years, activists – particularly public pension funds such as the California Employees Retirement System (CalPERS) – are credited with prompting boards to roust underperforming management at some of the largest US corporations, and they have pushed for reforms in areas ranging from compensation to corporate strategy. Evidence for shareholders’ increased interest in corporate governance is clear. In the 1984–5 proxy season, shareholder resolutions totaled 275, and the average vote was 5.74%; by 1991–2, resolutions and the average vote on them had climbed to 487 and 24.06%, respectively. In 1992, shareholders were also successful in pushing through regulatory changes that gave them the right to communicate with each other outside the management–dominated proxy system.After 11 years of shareholder activism, where does the movement stand today? Understanding the development of the shareholder–rights movement, the prospects for governance reform, and the future evolution of the movement requires a sophisticated understanding of how the politics of corporate control is accomplished and, in particular, the important role that social structure plays. In this article, we suggest that social movement theory, which sociologists have used to explain collective action by groups ranging from the Civil Rights movement to Mothers Against Drunk Driving, provides a useful tool for analysing owner–management conflicts, and in particular, the recent rise of the shareholder–rights movement in the United States. After briefly discussing the traditional economic view of corporate governance and its shortcomings, we argue that more–or–less organized politics is an essential ingredient of the American system of corporate governance. We then present a social movement framework to explain the rise in investor activism. We conclude by continuing our application of this framework to examine the maturation of this movement and to assess its future, in part by comparing it to other contemporary, confrontational movements.
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    Notes: It is widely acknowledged that the impetus for the setting up of the CadburyCommittee on corporate governance was the series of scandals that became public in the late 1980's. And whilst hard cases do not always help in making good laws, they can sometimes prompt us into reflective action to consider what arrangements might prevent these problems from occurring in the future. This paper seeks to describe and examine a hard case that poses corporate governance questions regarding distributive justice and the appropriate form of procedure that might satisfy its demands. The hard case in question is that of Turner and Newall (T&N) and its handling of its asbestos liabilities. This case raises many ethical issues (secrecy, duties of care, distributive justice, informed consent, corporate responsibility) which can only be touched upon in this brief examination which is mainly focused upon the issue of corporate responsibility arising from this firm’s predicament.The case will be discussed as follows: first, the facts as they are known will be described concerning the asbestos risks and damage liabilities of T&; secondly, the policy and practice of T&N in dealing with this issue will be outlined; thirdly, the moral inadequacies of their response will be highlighted; then a contrast will be drawn with the strategy adopted in the USA by the Johns-Manville Corporation; and finally, one possible alternative solution will be proposed and its wider lessons for corporate governance considered.
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    Notes: This précis is from Research Paper #1/96, by Jennifer Hill, and published by the Australian Investment Managers’ Association, 1996. It supplements, as a matter of record, the conclusions of the UK report of a study group chaired by Sir Richard Greenbury, and published in Corporate Governance – an international review.
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    Notes: In 1993 the Executive Board of the Mass Transit Railway Corporation (MTRC) in Hong Kong approved the implementation of a corporate wide manpower and succession planning process. Succession at executive director level was identified as a priority. It was recognised that it would be necessary to identify and assess skills appropriate to company ‘direction’ as distinct from ‘management’ in order to proceed with succession planning at director level and to identify director training and development needs.Two crucial questions emerged: was it possible to identify the core competencies that are required by executive directors? If so, could those competencies be measured and assessed objectively? The experiences of the MTRC in identifying director competencies and in designing, validating and implementing the assessment process during 1994 and 1995 suggests that they can. Their experience forms the basis of this paper.The relatively sparse literature on the identification of director-level competencies is discussed. The competencies identified by the MTRC are outlined. The development of assessment centres, which are widely used to assess core competencies in managerial and professional roles, is then explained. Finally, the experience of the MTRC in extending the use of assessment centres to appraise board-level governance rather than managerial competencies is described and conclusions drawn.
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    Notes: This article considers notions of accountability and governance in the charitable sector. It suggests a model of accountability based on a case study of a well known, but anonymous charity. The opportunities for voluntary bodies are increasing and more state funds are becoming available; but with them comes a demand for more public accountability. A definition of accountability is proposed and the extent of the charity’s compliance discussed. From this inventory of compliance, conclusions are drawn as to reforms needed in the charity’s structure and management if it is to become more in tune with its environment.
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    Notes: Stakeholder theory has been widely offered as a corrective to perceived defects of business and business ethics, and as an alternative model of corporate governance. Indeed, it is now advocated so commonly as to have become a new orthodoxy. Far from being a source of improvements, however, stakeholder theory is fundamentally misguided, incapable of providing better corporate governance, business performance or business conduct. Stakeholder theory is indeed intrinsically incompatible with all substantive objectives, and undermines both private property and accountability.
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    Notes: A cybernetic perspective is used to evaluate firms with or without stakeholder participation in their information and control architecture. This approach also provides a basis for evaluating firms with more than one board or control centre as found in Japan, Europe, and labour-managed firms. Empirical evidence supports the hypothesis that multi control centres with stakeholder participation can provide competitive advantages. This hypothesis is supported by the Law of Requisite Variety and the Williamson analysis of why Multi-divisional firms provide advantages over Unitary Form firms. The opportunity to support stakeholder governance with stakeholder ownership is identified from an analysis of how corporate rights of perpetual succession permits investors to be overpaid. The public policy implications of investor overpayments are considered. Also considered is the use of cybernetic principles to introduce self-regulation as proposed by the US Vice President. Policy initiatives are identified to build a ‘stakeholder economy’ as proposed by the Leader of the Labour Party in Britain. The paper concludes that appropriate stakeholder governance could improve equity and self-governance in the private sector, the quality of democracy in the public sector, and the efficiency of both sectors.
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    Notes: In this paper we first describe recent developments which have seen the emergence of a stronger regulatory structure for United Kingdom charities. Secondly, we outline the radical proposal to change the financial accounting practices of charities. These proposals are designed to provide the financial criteria for monitoring and ensuring greater accountability of charities. Finally we question what effect will these changes have had on the rest of the European charitable sector? How different is the ‘British Model’ from other European countries? Will other European States follow the ‘British Model’? Or has the ‘British Model’ lessons it could learn from its partner states? To effect an answer we illustrate from our recent survey the current audit, accounting and supervision practices in the other European Union States with the exception of Greece.
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    Notes: Institutional shareholders are increasingly being urged to take a more active role in the governance of the companies in which they invest. In particular, attention has focused on the level of voting by institutions at annual general meetings, which has historically been rather low, and many commentators argue that institutions (particularly the pension funds) should have a legal duty to exercise their voting rights on behalf of their beneficiaries. This paper examines the issues regarding institutional voting and considers whether mandatory institutional voting is likely to lead to more active institutional involvement in corporate governnance at the individual firm level. In particular, it is argued that the imposition of mandatory voting is unlikely to result in informed voting, which is essential if the objective of increasing effective institutional involvement in corporate governance is to be met. This paper concludes that the imposition of mandatory voting is unlikely to result in a change in the investment and ownership ethos of the institutions.
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    Notes: The collection of papers in this volume concerns boards of directors – as they are now and how they are likely to be transformed as the world, and organizations, move into the 21st century.
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    Notes: This paper reviews the organizational control process, its role, and outlines the role of ownership control as applied to executive compensation. The findings from the study suggest that institutional ownership is an important factor in the compensation of CEOs of large U.S. industrial firms. Other factors found to be of consistent influence are firm size and firm profitability.
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    Oxford, UK : Blackwell Publishing Ltd
    Corporate governance 2 (1994), S. 0 
    ISSN: 1467-8683
    Source: Blackwell Publishing Journal Backfiles 1879-2005
    Topics: Political Science , Economics
    Notes: What do U.S. share owners really want? What should be the roles of the different stakeholders such as employee owners and institutional investors? In what ways will ownership structures change? What tools will be available for motivating employees, managers, share owners, etc.? What will be the structure of tomorrow's corporation?
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    Topics: Political Science , Economics
    Notes: Book Reviwes in The Article:Johnson, Gerry and Kevan Scholes, (1993) Exploring Corporate Strategy – text and cases, Prentice Hall, London.Kennedy, Paul, (1993) Preparing for the Twenty-Firs t Century, HarperCollins, London.Nobes, Christopher, (1992) Accounting Harmonisation in Europe: Process, Progress and Prospects, Financial Times Business Information, London.
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