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Mastering corporate governance

Voluntary shareholder absenteeism and a powerful culture of “corporate insiders” have led to a crisis in corporate governance. Without a fundamental shift in the balance of power, the problems will only worsen. - -

CONTENTS

Strong insiders invite weak governance

Recent corporate scandals have resurrected public suspicion that there is plenty of potential for mischief inside large public companies

Finding a place for the non-executive director

Non-executive directors need to recognise that while they may not add value to a company, the focus of their role is to act as independent supervisors

Feedback helps boards to focus on their roles

A board evaluation should not be considered a box-ticking exercise to satisfy regulators. Correctly designed and managed, it can play an important role in improving the effectiveness and refining the thinking of directors

A route through the hazards of business

As guardians of shareholder interests, board members need to develop a broad working knowledge of current risk assessment techniques. Only then can they be confident that management is choosing the right path

Why good causes need governance reform

Scandals may be rare at non-profit organisations, but the same cannot be said of governance problems. A lack of transparency and accountability is the most persistent issue

Shuffling the deck for boardroom diversity

Most company directors are white and male, but a more diverse board that includes women and ethnic minorities is better for business and governance.

Will China face up to its governance problem?

As the Chinese market opens up and attracts more foreign investment, companies there are under increasing pressure to tighten up the way they are governed

A shift away from opacity

All too often, governance in emerging markets is characterised by cronyism, excessive regulation and opacity. So what is needed to improve standards?

Defining the value of doing good business

In the global market economy, the role of a company is about more than maximising profits alone. Corporate social responsibility means doing business with integrity and fairness – and it may even improve the bottom line

Just rewards for a new approach to pay

In recent years, high executive compensation has become a favourite target of campaigners pushing for tougher corporate governance. But devising the right pay package will help attract and keep good executives, and satisfy shareholders

How M&As can lead to governance failure

Keeping the business within the family

Building better boards by design

When earnings management becomes cooking the books

Global strategy faces local constraints

Ratings add fire to the governance debate

Structures to help directors reach the point

Positions of power demand a fine balance

Time for investors to come in from the cold