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In this third edition, we can see that corporate governance is becoming a more prominent topic with each year. We see that everyone wants to be involved in ‘better corporate governance’: parliaments, governments, the European Commission, the SEC, the OECD, the UN (as demonstrated in its ‘protect, respect and remedy’ framework), the media, supervising national banks, shareholder activists and other stakeholders. The business world is getting more complex and overregulated, and there are more black swans, while good strategies can become quite quickly outdated. Most directors are working diligently; nevertheless, there have been failures in some sectors and this means that trust has to be regained. How can directors carry out their increasingly complex work and communicate with all the parties mentioned above?
More international investors, voting advisory associations and shareholder activists want to be involved in dialogue with boards about strategy, succession and income. Indeed, wise boards have ‘selected engagements’ with stewardship shareholders in order to create trust. What more can they do to show stakeholders that they are improving the enterprises other than by setting a better ‘tone from the top’. Should they put big signs on the buildings emphasising: integrity, stewardship and respect?
There have been instances, despite developing corporate governance systems, where CEOs have gradually amassed too much power, or companies have not developed new strategies and have fallen into bad results – and sometimes even failure. More are failing in the financial crisis than in other times, hence the increased outside interest in legislation, further supervision and new corporate governance codes for boards, and stewardship codes for shareholders and shareholder activists.
Each country has its own measures; however, the 31 jurisdictional chapters of this book show a convergence. The concept underlying this book is to achieve a one-volume text containing a series of reasonably short, but sufficiently detailed, jurisdictional overviews that will permit convenient comparisons, where a quick ‘first look’ at key issues is helpful to general counsel and their clients.