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Corporate governance, the role played by the board of directors, has changed dramatically in recent years, as boards become more assertive in their watchdog function. In Keeping Good Company, leading authority Jonathan Charkham--whom The Financial Times of London recently dubbed "Mr. Corporate Governance"--provides an insightful comparative study of corporate governance in five major industrial powers: Japan, Germany, France, the United Kingdom, and the United States.
Charkham provides a concise survey of business practices in these five nations--the roles played by the government, the banks, the stockholders, and so forth--and evaluates the positive and negative aspects of each system of governance. For example, he points out some of the problems found in American corporate governance: the information given to the board is often insufficient (at times, deliberately so); the board members are not always expert enough to see deeply into what they are being told; and board members are not always willing to exert necessary and timely influence over the management of the corporation. Equally important, he highlights the cultural aspects of each nation that help shape their style of corporate governance. For instance, he shows how Japanese values of "consensus," "obligation," and "family" influence business. Thus in Japan, top management makes immense efforts to build a consensus, boards take a collegial approach, the company is viewed as a family, and leaders are rarely removed ("Only God removes a president," one Japanese said). We also read of Germany's unique two-tiered system of corporate governance in which the job of overseeing and appointing the board (Vorstand) is given to the Aufsichtsrat, a separate group of supervisors. And we learn of France's PDG (president director), a figure of almost absolute power (which Charkham suggests may be traced back to such powerful figures as Napolean or de Gaulle). Charkham points out that the best systems seem to be collegial in style, that contrary to the saying that the best committees are committees of one, group management is actually a more efficient way of running a large and complex operation (in Europe, some of the best companies, such as Shell and Unilever, are governed by a more collegial process). And of the five nations studied, he concludes that Germany and Japan appear to have the most efficient systems of corporate governance.
Hailed as "the definitive study on comparative corporate governance" by Harvard's Jay Lorsch (author of Pawns and Potentates and an expert on America's corporate boards), Keeping Good Company brilliantly demonstrates that a sound framework for the exercise of corporate power is an economic necessity. This book will be essential reading for all top executives, especially those working for multinational corporations.
Charkham provides a concise survey of business practices in these five nations--the roles played by the government, the banks, the stockholders, and so forth--and evaluates the positive and negative aspects of each system of governance. For example, he points out some of the problems found in American corporate governance: the information given to the board is often insufficient (at times, deliberately so); the board members are not always expert enough to see deeply into what they are being told; and board members are not always willing to exert necessary and timely influence over the management of the corporation. Equally important, he highlights the cultural aspects of each nation that help shape their style of corporate governance. For instance, he shows how Japanese values of "consensus," "obligation," and "family" influence business. Thus in Japan, top management makes immense efforts to build a consensus, boards take a collegial approach, the company is viewed as a family, and leaders are rarely removed ("Only God removes a president," one Japanese said). We also read of Germany's unique two-tiered system of corporate governance in which the job of overseeing and appointing the board (Vorstand) is given to the Aufsichtsrat, a separate group of supervisors. And we learn of France's PDG (president director), a figure of almost absolute power (which Charkham suggests may be traced back to such powerful figures as Napolean or de Gaulle). Charkham points out that the best systems seem to be collegial in style, that contrary to the saying that the best committees are committees of one, group management is actually a more efficient way of running a large and complex operation (in Europe, some of the best companies, such as Shell and Unilever, are governed by a more collegial process). And of the five nations studied, he concludes that Germany and Japan appear to have the most efficient systems of corporate governance.
Hailed as "the definitive study on comparative corporate governance" by Harvard's Jay Lorsch (author of Pawns and Potentates and an expert on America's corporate boards), Keeping Good Company brilliantly demonstrates that a sound framework for the exercise of corporate power is an economic necessity. This book will be essential reading for all top executives, especially those working for multinational corporations.
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About the Author:
About the Author:
Jonathan Charkham was for twelve years an advisor on industry to the Governor of the Bank of England. He is a member of the Cadbury Committee (whose Code for corporate governance is reproduced in this book).
From Kirkus Reviews:
About the Author:
Jonathan Charkham was for twelve years an advisor on industry to the Governor of the Bank of England. He is a member of the Cadbury Committee (whose Code for corporate governance is reproduced in this book).
Charkham, a former Bank of England aide and member of the United Kingdom's Cadbury Committee (which produced a 1992 report on the financial aspects of corporate governance), offers an informative (if occasionally donnish) primer on how private enterprises are managed in France, Germany, Great Britain, Japan, and the US. Broadly speaking, corporate governance (a term of art that defies concise definition) involves the ways in which professionals run publicly held companies and their accountability to investors and other constituencies (often referred to as stakeholders). Before getting down to cases on different business practices, the author provides context with audits of the banking, cultural, labor, legal, regulatory, and tax regimes that obtain in each country. From that base he goes on to examine the advantages, benefits, and failings of various approaches to governance, addressing the considerable authority ceded most American CEOs by directors, the value Japanese executives place on collegial deliberation and consensus, the discipline imposed on corporate stewards by takeover threats, and the frequently adversarial roles played by activist institutions in the US and (to a lesser extent) the UK. Covered as well are the autocratic powers of France's corporate chieftains (which the author speculates may derive from the esteem still accorded historical figures like Napoleon and de Gaulle), Germany's two-tier board system, and the administrative principles common to all industrial powers. In a windup chapter, Charkham reaches the arguable conclusion that, on balance, Germany and Japan have the most efficient systems of corporate governance. A detailed and enlightening introduction to a socioeconomic construct that is a vital determinant of the wealth of nations. -- Copyright ©1994, Kirkus Associates, LP. All rights reserved.
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- PublisherOxford University Press
- Publication date1994
- ISBN 10 019828828X
- ISBN 13 9780198288282
- BindingHardcover
- Edition number1
- Number of pages389
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Keeping Good Company
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Oxford University Press
(1994)
ISBN 10: 019828828X
ISBN 13: 9780198288282
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