Positive Corporate Governance and its Implications for Executive Compensation

2005 ◽  
Vol 6 (12) ◽  
pp. 1777-1804 ◽  
Author(s):  
James McConvill

As a result of a series of high-profile corporate collapses worldwide, along with regular reporting of shareholder money being spent on corporate jets, executive golf days and increasingly excessive executive compensation arrangements, the common perception is that the executives of our largest corporations are driven by self-interest with little regard for what is best for the corporation. Due to this negative perception, there has been an exponential increase in the amount of laws, rules and guidelines setting in place a heightened standard of corporate governance best practice. Without such regulation, it is believed, another collapse or scandal is inevitable. In this article, I dispute this reasoning. In my view if we embrace “positive corporate governance”, in which the positive strengths and virtues of company executives are emphasised, we can move towards an environment in which heavy regulation is replaced by positive corporate norms inside the corporation. I then apply my approach of positive corporate governance to address one of the most significant issues confronting corporate regulation at present- how to deal with the rapid increase in executive compensation in our largest corporations. I suggest that the dominant methodology of pay for performance is ultimately flawed.

2017 ◽  
Vol 1 (1) ◽  
pp. 7-12 ◽  
Author(s):  
Hugh Grove ◽  
Maclyn Clouse

13 high profile CEOs of U.S. companies secretly worked for one year to develop corporate governance principles that would serve as a future pathway. They advocated their resulting document as being detailed and tough-minded with commonsense recommendations and guidelines about the roles and responsibilities of boards, companies, and shareholders. However, these corporate governance principles did not provide any specific guidance or perspective on the use of common share buybacks to improve earnings per share, which has become a popular form of earnings management by U.S. public companies. This paper analyzes the buyback strategy of these CEOs’ own public companies plus a sample of their major competitors. For these well-known major U.S. companies, the common stock buyback strategy to improve the profitability performance of net income growth to a larger EPS growth occurred 61% of the time for annual growth periods and 100% of the time for the four-year growth period. Accordingly, this paper recommends buybacks guidance for corporate governance, consistent with public reporting and management compensation guidelines.


2007 ◽  
Vol 4 (4) ◽  
pp. 193-205
Author(s):  
Tung-Hsiao Yang

This paper examines the pay-for-performance, corporate governance, and their connection by analyzing the change of executive compensation when the stock market changes from upturn to downturn. We provide the evidence to support the managerial power explanation for the change in executive compensation. We find the asymmetric pay-for-performance and corporate governance in different market conditions and different firm’s market performance. In addition, the outperformed firms reward CEO with more cash-based compensation and less stock-based compensation in the market downturn. Therefore, we conclude that the CEOs of outperformed firms have stronger managerial power than those of underperformed firms. We also find supportive evidence of our conclusion that the firms with lower debt ratio, smaller number of board meetings, and the presence of interlocked relationship have higher probability to be the outperformed firms. This evidence is consistent with the prediction of managerial power approach


Author(s):  
Samuel Bowles ◽  
Herbert Gintis

Why do humans, uniquely among animals, cooperate in large numbers to advance projects for the common good? Contrary to the conventional wisdom in biology and economics, this generous and civic-minded behavior is widespread and cannot be explained simply by far-sighted self-interest or a desire to help close genealogical kin. This book shows that the central issue is not why selfish people act generously, but instead how genetic and cultural evolution has produced a species in which substantial numbers make sacrifices to uphold ethical norms and to help even total strangers. The book describes how, for thousands of generations, cooperation with fellow group members has been essential to survival. Groups that created institutions to protect the civic-minded from exploitation by the selfish flourished and prevailed in conflicts with less cooperative groups. Key to this process was the evolution of social emotions such as shame and guilt, and our capacity to internalize social norms so that acting ethically became a personal goal rather than simply a prudent way to avoid punishment. Using experimental, archaeological, genetic, and ethnographic data to calibrate models of the coevolution of genes and culture as well as prehistoric warfare and other forms of group competition, the book provides a compelling and novel account of human cooperation.


Author(s):  
William R. Wilson ◽  
John F. Pinfold ◽  
Lawrence C. Rose

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