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