Vol 3, Issue No.9, September 2003
INTERNATIONAL EVENTS

Hony. Editor
Dr. Bindi Mehta
(Director, Research at ICSI - CCRT, Formerly, Chief economist, CRISIL)



 
International Events
US finishes third in corporate governance survey

UAmerica is far from perfect when it comes to corporate governance, just ask investors burnt by scandals by Worldcom Inc, Enron Corporation and Adelphia Communications Corporation. But US companies still do better than most in everything from board disclosures and accountability to share holders rights - or so concludes a study of 1600 companies released recently by governance ratings agency, Governance Metrics International. Conducted over last five months the study found that just 1 percent of the companies researched received a perfect score based on more than 600 data points and seven broad categories. The companies were rated relative to one another.

Among the top scorers are some of the oldest, best known and largest US corporations Exxon Mobil Corporation, Eastman Kodak Company, McDonald's Corporations, All State Corporation, PepsiCo Incorporated and Colgate-Palmolive Company scored a perfect 10 in the rating.

It would have been interesting to see how US companies would have done, if this was done a year ago. As a matter of fact the conventional wisdom was that the governance was best in the UK. Canadian companies in fact took the crown for the highest overall average score. Followed by the United Kingdom and the United States. Companies based in 15 different countries were included in the study. Japan ranked at the bottom with 10 of its companies receiving the lowest score for the corporate governance. France Switzerland and Spain rounded out the bottom of the ranking.


 
 
Listed Companies warm up to CGO Concept

With corporate scandals taking wind of America Incorporated, governance has become the new buzzword. Several companies have now started appointing in CGOs. But institutional shareholders services’ McGurn advises testing the CGO title by reviewing how many other titles like general counsel, corporate secretary, investor relation officer - the person has. So far, the number of CGOs are relatively small with some estimating only 30 - 60 so far carrying the title at publicly traded companies. The hype around CGO far exceeds their number and announcement of CGO appointment is usually done with much fanfare, said McGurn.

Some experts are wondering, however, whether this news title may go the same way as the chief knowledge officer who stalked the corridors of corporate power during internet craze in 1990, but this has now either disappeared or been diluted. Officially chief governance officers are supposed to improve the way a company board operates and relate to management. So far, the number of chief governance officer are relatively small with some estimating only 30-60 so far carrying the title at publicly traded companies


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Boardroom Appointment Reform in America

William Donaldson, chairman of the SEC was scheduled to release what would be the most important package of corporate governance reforms the US has seen in a generation.
This will not be another wave of Sarbanes- Oxley regulations. It should be more far reaching than that. The promised proposals aim at the very heart of American enterprise – who selects a corporate board and how? Proxy voting may be state of the art but it disguises antiquated traditions that marginalise shareholders and hand too much power to chief executive, even in the post Enron world.

Last April, when Mr. Donaldson without warning asked for public comments on reform of director election he was deluged by the responses. Most of the 600 responses now posted on the SECs web site clamor for an overhaul. But a potential handful argues that no change is needed at present. The business roundtable, the powerful caucus of blue chip chief executives is among them. So are various law firms and the Investment Company Institute, which represents the mutual fund industry.

Today a little known 66 year old New York Stock Exchange rule allows brokers to cast votes on many resolutions – especially on director’s election – if they have not received no instructions from investors ten days before an annual meeting. Brokers vote every time for management, giving boards and CEOs a built in defense against dissent. Will the SEC junk false, management entrenched ballots, it is being asked.


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© 2001 Academy of Corporate Governance