Mandating Corporate Behavior: Can One Set of Rules Fit All?
Hal S. Scott
Harvard Law School
George S. Dallas
F&C Investments; European Corporate Governance Institute (ECGI)
Standard & Poor's, Spring 2006
In this monograph we address several interrelated themes influencing the corporate governance debate in today's financial marketplace. These include board independence and effectiveness; the role and the independence of the auditor; shareholder rights and activism; and convergence to a global corporate governance system. Our multi-jurisdictional approach sheds light on fundamental differences in existing governance practices globally given differing approaches to the role of the board, audit practices and ownership structure.
We argue that no one system of corporate governance is the benchmark for all companies in all jurisdictions and no system of governance is without its own vulnerabilities. We address comparative aspects of corporate governance practices, including those between the US and UK, and observe that within an Anglo American context the UK offers a viable alternative approach to the US regulatory environment through its comply or explain framework, which includes advantages of being less prescriptive and legalistic. We conclude that while voluntary corporate governance standards have important benefits of flexibility over more prescriptive approaches to governance regulation, investors must take responsibility and play an engaged role in making the comply or explain system a credible alternative to a more prescriptive approach to corporate governance regulation. This raises the role of investor governance as a key component of the overall system of corporate governance.
Number of Pages in PDF File: 20
JEL Classification: G34, G38, M47, M49
Date posted: June 11, 2006