Private Sector Opinion

Private sector experts share their insights on key corporate governance issues and trends


A Corporate Governance Model: Building Responsible Boards and Sustainable Business. Issue 17, by Dr. Yilmaz Arguden, the Chairman of ARGE Consulting, a strategy boutique, and of Rothschild, Turkey. Dr. Ardugen introduces his “CRAFTED” principles of corporate governance that help create value and trust for business sustainability. He also presents a model to measure the quality of corporate governance.


Private Sector Opinion Series CD includes the first 16 issues drawing opinions from corporate governance experts, such as best practices of dealing with non-controlling shareholders and methods to improve the effectiveness of boards of directors in the context of the current financial crisis. To request the CD copies, please email to cgsecretariat@ifc.org

New Corporate Governance in the Post-Crisis World. Issue 16, by Dr. Martin Hilb, Managing Director of the Institute for Leadership and HR Management and its Center for Corporate Governance at the University at St. Gallen Switzerland. The new corporate governance concept Martin Hilb is articulating goes back to the roots of a good corporate governance board, with its ability to act as a visionary and effective decision body, exerting both strategic leadership and control. It's also an invitation to think twice about the applicability of "best practices" in different legal contexts and business models.

Uses and Limits of Conventional Corporate Governance Instruments: Analysis and Guidance for Reform - Part Two. Issue 15, by Simon Wong, Adjunct Professor of Law, Northwestern University School of Law; Former Head of Corporate Governance, Barclays Global Investors Limited. This is the second part of Private Sector Opinion 14. The author points out that CG policy should be tailored to suit local conditions by analyzing Japan’s adopting Anglo-Saxon model. The task for regulators is to create an open framework and ensure that checks and balances are in place that allow and encourage the market to operate an accountability chain.

Uses and Limits of Conventional Corporate Governance Instruments: Analysis and Guidance for Reform - Part One. Issue 14, by Simon Wong, Adjunct Professor of Law, Northwestern University School of Law; Former Head of Corporate Governance, Barclays Global Investors Limited. Part I examines the uses and limits of five conventional corporate governance instruments-transparency, independent monitoring, economic alignment, shareholder rights, and financial liability----and suggests ways to improve their application. Part II (Issue 15) recommends how policy makers could approach corporate governance reform generally.

Towards an Accountable Capitalism. Issue 13, by Stephen Davis, Senior Fellow at the Millstein Center, Jon Lukomnik, program director of the IRRC Institute, and David Pitt-Watson, an advisor to the Royal Society. The authors point out that the fundamental problem lying in the current capital system is lack of accountability and responsibility, which led to the current financial crisis. They suggest a vertical regulation system to enhance the robustness of the interaction between market participants and enable the various entities within the system to be accountable to each other and to hold each other responsible.

Where Were The Directors? Issue 12, by David Beatty, Conway Director of the Clarkson Centre for Business Ethics and Board Effectiveness, University of Toronto, and Founding CEO of the Canadian Coalition for Good Governance. The author proposes methods to improve the effectiveness of boards of directors in the context of the current financial crisis. They include: (1) Equipping boards with adequate expertise to deal with today's complex issues; (2) Managing the time of Directors more efficiently so as to allow strategic planning; and (3) Bridging the expertise chasm between Managers and Directors. This publication is also available in Chinese.

Crashes, Bailouts, Regulations. Issue 11, by Pratip Kar, Dean of Finance and Corporate Governance, Tata Management Training Center, Pune. In the context of India, the author reassesses the existing views on financial markets, the role of financial institutions, market structure, financial products and, above all, on the regulatory architecture in the current financial crisis. The article indicates that there is relationship between sound corporate governance and strong corporate performance, and the crisis also has shown that organizations, especially in financial services sector, need to be founded on an ethical value system if they are to be successful in the long run.

Developing and Implementing Corporate Governance Codes. Issue 10, by Simon C.Y. Wong, Head of Corporate Governance, Barclays Global Investors. The author addresses the key advantage of a code versus a mandatory approach to regulating corporate governance in three aspects: dissemination, flexibility of corporate practice, and transparency. Simon cautions against code “transplanting” and the need for a well thought through process that takes account of the economic and legal environment that shapes firm structure and behavior.

Board Performance Evaluation. Issue 9, by Simon Osborne FCIS, Solicitor, Director, ICSA Board Performance Unit. The article introduces a comprehensive examination of the various processes to implement a board performance evaluation and the most insightful questions to be included in an evaluation. It will help a board to improve its own performance and to act as a value added contributor to the ongoing success of an enterprise.

Governance Scorecards as Tools for Breakthrough Results. Issue 8, by Jesus P. Estanislao, Chair of the Institute of Corporate Directors, President of the Institute for Solidarity in Asia. The article introduces the usage of scorecard tools in helping companies to achieve their governance improvements. It will help to steadily improve company performance and generate above market returns for investors.

News and Corporate Governance: What Dow Jones and Reuters teach us about Stewardship? Issue 7, by Donald Nordberg, Senior Lecturer at London Metropolitan University. In this paper Donald Nordberg, a former senior editorial executive at Reuters who also worked as a consultant for Dow Jones, explores the respective governance of these two media giants.

Reform Realism and the Boardroom. Issue 6, by Philip T. N. Koh, a senior partner of Messers Mah-Kamariyah & Philip Koh. The article contributes to understanding a director's duties of good faith, care, skill, and diligence by implying intellectual honesty and acting in the best interests of the company.

Whistleblowing: Recent Developments and Implementation Issues. Issue 5, by Mak Yuen Teen, Associate Professor of Accounting and Director of the Corporate Governance and Financial Reporting Centre at the National University of Singapore. The author has raised some very important considerations for the internal governance of corporations when he argues for additional legal protections for whistleblowers.

Auditors and Independence. Issue 4, by John Plender, a nonexecutive director of Quintain PLC, a FTSE 250 company. The author reviews the evolution of auditors' role in corporate governance and the challenges in achieving independence.

Corporate Governance: A North American Perspective. Issue 3, by Ira M. Millstein, Senior Partner, Weil Gotshal & Manges LLP, Senior Associate Dean, Corporate Governance, Yale School of Management. The recent wave of US corporate governance failures prompted a round of legal and regulatory reform which has attracted a worldwide attention. The cross-border impact of Sabanes-Oxley has been direct as it extends the reach of US regulation beyond home territory primarily in the case of foreign operations. Corruption, Economic Development and Governance: Private Sector Perspectives from Developing Countries. Issue 2, by John D. Sullivan, Executive Director Center for International Private Enterprise. Corruption is now widely recognized as one of the greatest barriers to prosperity, economic competitiveness and development, and political and social stability of countries. The key question now is not whether we should combat it or whether it is important - but how can we effectively combat it? Dealing with Non-Controlling Shareholders: Issues and Best Practice. Issue 1. Christian Strenger, a member of the 'German Government Commission on Corporate Governance' and a member of the 'Capital Markets Committee' of the German Ministry of Finance. Corporate governance has become the DNA of nearly every discussion concerning investment, development and corruption. All with serious implications for economic performance and poverty alleviation.