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Corporate Governance 2.0
內容大綱
Achieving best practices in corporate governance has been hindered, the author writes, by a patchwork system of regulation, a mix of public and private policy makers, and no accepted metric for determining what constitutes success. He proposes Corporate Governance 2.0: not quite a clean-sheet redesign, but a back-to-basics reconceptualization built on three core principles. They are: (1) Boards should have the right to manage the company for the long term. This would mean an end to earnings guidance, a variation on the staggered board, and exclusive forum provisions. (2) Boards should install mechanisms to ensure the best possible people in the boardroom. This would require meaningful director evaluations and a consideration of shareholder proxy access. (3) Boards should give shareholders an orderly voice. Instead of defending the corporate bastion at all costs, directors should guarantee a reasonable process whereby shareholders get to decide.