Corporate Governance in the Global Economy: The Changing Role of Directors

Overview

A decade of corporate turmoil across the globe has called into question long-standing corporate governance practices and has energized critics of the corporate governance status quo.

Recent shifts in practices have included a significant movement of investment capital to actively-managed funds, increased regulation, shareholder activism, proxy advisory firm influence, and engagement between companies and shareholders. In addition, new models for corporate governance and regulation are being developed globally, in order to better achieve responsible economic growth and innovation. Vigorous academic and public policy debate is ongoing regarding corporate governance best practices, including that between the proponents of the dueling governance models of director- and shareholder-primacy.

Until relatively recently, many viewed US corporate governance as a model for the rest of the world. Given the prominent failures in American corporate governance in the 21st century, however, some question the continued vitality of the US example. Indeed, one could argue that the US has converged more with other developed economies than the converse in, among other things, its adoption of say on pay, the increased emphasis on shareholder engagement, and consideration of structural changes, like the separation of the chair and chief executive roles.

Some broad themes remain unquestioned as globally-applicable. In order to attract capital in the global financial markets, companies must be transparent, establish internal controls, be responsive to investor concerns and avoid insider dealing and other conflict-ridden relationships and transactions. Notwithstanding this broad consensus, significant national differences in corporate governance ideals remain.

This program facilitated critical thinking about changing regulatory and economic environments, comparative practice, the role and duties of non-management directors, the varied conceptions around the globe, and the extent to which reliance on non-management directors to police corporate behavior is justified. Participants discussed differing perspectives on the purposes of the corporation and the constituencies deemed to have a stake in a corporation's operations and governance. The program enabled high-level decision makers and top young professionals from different disciplines to share candid and serious in-depth exchanges, and advance understanding of corporate best practices for both the developing world and developed economies.

Key Questions

Salzburg Global Seminar's home in Schloss Leopoldskron provides a secluded and informal meeting place where participants bring a broad array of perspectives and expertise. The highly-interactive program was organized into discussion sessions, allowing participants to obtain greater insight and new perspectives on the topics covered. Each discussion group addressed the different global perspectives on these and related issues and to identify trends and potential future developments.

Key issues for discussion included:

The possible purpose(s) of the corporation, including: long-term profit maximization; responding to community needs; the enhancement of working conditions for employees and the creation and preservation of jobs; and the support of sustainable development.
Organizing the board of directors and corporate leadership structure more generally, including: single or dual tier boards; whether different individuals should hold chair and CEO positions and whether lead directors are a reasonable alternative to a separate chair; the use of committees, including their jurisdiction and composition; the desirability and definition of independence for directors, or for the members of some committees; participation of labor and/or other non-shareholder constituency representatives; the value of diversity; board tenure and refreshment; and director self-assessment.
The skills, roles, responsibilities and effectiveness of the board, including: technical and/or industry expertise; oversight versus operational engagement; involvement in specific areas (e.g. corporate strategy, risk oversight, cyber security, stakeholder relations and management compensation); duties to, and outreach with, shareholders and other constituencies; and limitations on liability, indemnification and exculpation.
Enforcement of responsibilities, including: self-policing by directors and/or management and reliance upon the internal legal, compliance and risk management functions; lawyers, auditors and other gatekeepers; litigation by shareholders or other constituencies; soft law, including comply or explain rules; criminal and/or civil enforcement by government authorities.
The role of shareholders and other constituencies, including: board-centric versus shareholder-centric governance; shareholder proposals, shareholder activism and shareholder proxy access; potential liability of stakeholders taking active roles; differing voting rights among classes of shareholders; duties to debt-holders, employees and other constituencies; and the obligations of constituency directors.