Boards and Shareholders in European Listed Companies: Facts, by Massimo Belcredi, Guido Ferrarini PDF

By Massimo Belcredi, Guido Ferrarini

ISBN-10: 1107040566

ISBN-13: 9781107040564

With contributions via distinctive students from criminal and monetary backgrounds, this number of essays analyses 4 major subject matters within the company governance of ecu indexed organisations: (i) board constitution, composition and functioning and their interplay with possession constitution; (ii) board remuneration; (iii) shareholder activism and (iv) company governance disclosure in response to the 'comply or clarify' method. The authors supply new comparative proof and examine its implications for the coverage debate. They problem the normal knowledge that company governance in eu corporations used to be systematically dysfunctional. whereas proposals aimed toward expanding disclosure and responsibility are typically well-grounded, warning is advised while bringing ahead regulatory adjustments with admire to proposals concentrating on particular governance preparations, particularly within the fields of board composition and shareholder activism. They argue that the 'comply or clarify' precept will be retained and extra efforts will be exercised to augment disclosure.

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Extra resources for Boards and Shareholders in European Listed Companies: Facts, Context and Post-Crisis Reforms

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Noting that ‘actual board performance occurs in a black box that cannot be observed by outsiders’, they recommend caution in deriving policy implications from studies relying purely on ‘hard’ data (a recommendation that we no doubt follow in this volume when formulating policy suggestions). 30 massimo belcredi and guido ferrarini 5. g. Loewenstein (1996) describing executive pay as a wealth transfer issue), the dominant model examines executive pay in terms of the principal/agent relationship and incentives.

14 15 The true extent to which agency costs are limited by product markets is disputed. Jensen and Meckling (1976) argue that: ‘If my competitors all incur agency costs equal to or greater than mine I will not be eliminated from the market by their competition’. Jagannathan and Srinivasan (2000) produce evidence consistent with a disciplinary role of competition in product markets. Financial structure decisions may reflect the relative pros and cons of debt and equity in controlling conflicts of interest: debt is more appropriate where free cash flow production is high, since it forces management to seek approval (and re-financing) for new investment projects; on the opposite, equity financing is more appropriate where free cash flow production is lower (and/or unstable), since the risk of leniency in corporate decisions is naturally lower and lower leverage allows to reduce the risk of costly bankruptcy.

By fixing the standards under which bank boards should operate in their monitoring activities vis-à-vis the managers and by supervising their implementation in practice, bank regulators indirectly control risk taking by banks and assure their safety and soundness. ) (Becht et al. 2012). As underlined 20 massimo belcredi and guido ferrarini by the 2010 Green Paper, ‘it is therefore the responsibility of the board of directors, under the supervision of the shareholders, to set the tone and in particular to define the strategy, risk profile and appetite for risk of the institutions it is governing’.

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Boards and Shareholders in European Listed Companies: Facts, Context and Post-Crisis Reforms by Massimo Belcredi, Guido Ferrarini

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