scholarly journals Corporate Governance Principles and Sustainability

2017 ◽  
Vol 1 (2) ◽  
pp. 13-19 ◽  
Author(s):  
Hugh Grove ◽  
Maclyn Clouse

With 21st century U.S. frauds destroying well over one trillion of market capitalization and now with Valeant’s 2016 market cap destruction of $86 billion, the question must again be asked: where were the gatekeepers (boards of directors, regulators, sell-side financial analysts, and auditors) to protect investors? Many of these frauds were caught only by short sellers, such as Jim Chanos (shorting Enron in 2000 and Valeant in 2014), Andrew Left (shorting Valeant in 2015), and buy-side financial analysts. Sir David Tweedy, the former chair of the International Accounting Standards Board, has commented: “The scandals that we have seen in recent years are often attributed to accounting although, in fact, I think the U.S. cases are corporate governance scandals involving fraud” (Tweedy, 2007). This paper is a case study using the Valeant $86 billion market cap destruction in 2016 to emphasize the timeless nature of such corporate governance scandals. This scandal was even larger than the infamous $78 billion market cap destruction scandal of Enron which occurred 15 years earlier in 2001. These scandals appear here to stay as the new normal so these gatekeepers should be doing everything they can to analyze the ongoing fraud problems. Accordingly, as a case study, this paper develops lessons learned from this $86 billion Valeant scandal to emphasize the importance of sustainable corporate governance principles as a pathway to avoid malpractices in the future.

2016 ◽  
Vol 13 (4) ◽  
pp. 249-265
Author(s):  
Hugh Grove ◽  
Mac Clouse

Sir David Tweedy, the former chair of the International Accounting Standards Board, observed: “The scandals that we have seen in recent years are often attributed to accounting although, in fact, I think the U.S. cases are corporate governance scandals involving fraud” (Tweedy, 2007). This paper will show that many of the recent Chinese cases of fraudulent financial reporting are also really corporate governance scandals involving fraud.


2007 ◽  
Vol 34 (1) ◽  
pp. 25-55 ◽  
Author(s):  
Jan R. Heier ◽  
A. Lee Gurley

On January 26, 1983, the Interstate Commerce Commission (ICC) announced that it would require all railroads under its regulatory jurisdiction to change from Retirement-Replacement-Betterment (RRB) accounting, to a more theoretically sound depreciation accounting for matching revenues and expenses. The change was needed because RRB did not allow for the recapture of track investment, leaving the railroads with limited capital to replace aging track lines. Over the previous three decades, it had become painfully obvious to everyone that the industry's economic woes were the result of archaic accounting procedures that lacked harmony with the rest of American accounting standards, but the ICC was reluctant to change until new tax legislation in the early 1980s forced the issue. The decision was a culmination of a debate that started in the mid-1950s when Arthur Andersen, with the help of the securities industry, began an effort to harmonize railroad and industry standards using arguments that mirror those supporting the international accounting harmonization efforts of the early 21st century.


2019 ◽  
Vol 18 (4) ◽  
pp. 487-519 ◽  
Author(s):  
Patricia Klarner ◽  
Gilbert Probst ◽  
Michael Useem

Corporate governance research suggests that boards of directors play key roles in governing company strategy. Although qualitative research has examined board–management relationships to describe board involvement in strategy, we lack detailed insights into how directors engage with organizational members for governing a complex and long-term issue such as product innovation. Our multiple-case study of four listed pharmaceutical firms reveals a sequential process of board involvement: Directors with deep expertise govern scientific innovation, followed by the full board’s involvement in its strategic aspects. The nature of director involvement varies across board levels in terms of the direction (proactive or reactive), timing (regular or spontaneous), and the extent of formality of exchanges between directors and organizational members. Our study contributes to corporate governance research by introducing the concept of board behavioral diversity and by theorizing about the multilevel, structural, and temporal dimensions of board behavior and its relational characteristics.


Author(s):  
Hendrik Jacobus Haasbroek ◽  
Geoff Bick ◽  
Stephanie Giamporcaro

Subject area of the teaching case: The case can be used in the subject areas of finance and in particular investments, corporate governance, ESG, or responsible investments. It is suitable for students from all financial backgrounds, from a novice in the financial markets to an expert in finance. It is, however, expected that the class should have a sound fundamental grounding in financial analysis and valuations. The purpose of this case is to prepare students for future investments they would make in whatever capacity – whether in private or listed companies – and to prepare them for future roles on boards of directors. The examples of real-life events in this case study are used to prepare students for future similar situations in which they might find themselves. Student level: This teaching case is aimed at postgraduate students pursuing an MBA or a specialist Masters in a finance programme. This case can be used as a master class in corporate governance, investments, or responsible investments. This case is also suited for an executive education class in management. It is particularly relevant to a module that focusses on investments, corporate governance, ESG, or responsible investments. Brief overview of the teaching case: The case study chronicles meetings held on 8 November 2017 at a fictional South African asset manager, Active Investment Management (AIM). These meetings discuss the firm's investment in JSE-listed Steinhoff International Holdings. The case deals with the questions that active fund managers need to address when balancing financial analysis; environmental, social, and governance (ESG) analysis; portfolio management; and the need to comply with their fiduciary duty to clients. It also looks at the need for responsible investing in decision-making. Expected learning outcomes: The understanding of the assessment around the complexities of asset management when it comes to responsible investment. To determine why institutional investors should apply responsible investment principles when making investment decisions. An understanding of the evaluation of the unique roles of the three pillars of corporate governance, namely asset managers, auditors, and the board of directors. The ability to assess how to integrate financial analysis and ESG principles in making investment recommendations.


2019 ◽  
Vol 8 (1) ◽  
pp. 11
Author(s):  
Masaru Suzuki

<p>The topic of outside directors’ functions has been attracting significant attention for many years now, especially in the discussions about corporate governance reform in Japan. Over the last two decades, most listed Japanese companies have voluntarily introduced outside directors into their boardrooms, in line with the gradual change in an overall corporate governance system toward a monitoring board model moving away from the more traditional management board model. It appears the recent trend is for companies to add outside directors to their boards of directors to increase corporate values.<strong> </strong>In the midst of transforming the management board model into the monitoring board model, closely reexamining the functions of outside directors is necessary. What can be concluded from the lessons learned from recent corporate scandals and the discussions concerning the functions of outside directors is: (1) outside directors should be truly independent from the company’s management; and (2) outside directors need access to the company’s corporate information in order to prevent corporate scandals and to provide appropriate advice to the company’s management. <strong> </strong>This paper aims at considering how to make outside directors more effective and their roles more substantial, based on the history of corporate governance reform in Japan.</p>


Author(s):  
Alexis A. Halley

This article provides a historical literature review and exploratory descriptive case study of one U.S. Federal agencyʼs efforts to design an appropriate government-wide leadership development curriculum for incumbent top or senior civil servants. The U.S. Federal Executive Institute was founded in 1968, it spans the 20th and 21st centuries, it illustrates changes in the compact that exists between government and its top civil servants over time, and it illustrates challenges this agency confronts addressing the task of interagency leadership development. The main findings are three continuities and three discontinuities between curriculum development then and now. Conclusions outline issues for future interdisciplinary research to inform the intellectual roots for 21st century curricula aligned to emerging roles and the challenges top career executives actually confront.


2020 ◽  
pp. 65-92
Author(s):  
Raymond Mansour Scurfield

This chapter presents combat social work in the U.S. Vietnam war. The author discusses his military career, the special challenges and lessons from his year-long tour of duty and a combat social worker’s view of the realities on the ground. This chapter provides a case study of how behavioral health practitioners in-country were confronted with what the author refers to as the psychiatric paradox—Was a psychiatric casualty “too sane” to be medially evacuated or “too sick” to be returned to duty?—coupled with significant pressure to return psych casualties to duty. The author describes his personal experiences and how he came home changed and interested in helping fellow combat veterans. He describes the lessons learned from his further mental health services to hundreds of war veterans postwar and the pervasive impact of war on those exposed to war, directly or indirectly, and their long-term recovery.


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