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Corporate Governance

When studying the literature on corporate governance, you will soon notice that different authors have their own interpretation of the term. For some, the origin of corporate governance lies in the past, with the establishment in 1602 of the United East Indian Company as the very first ‘company’. According to these researchers, the difference between ownership and leadership originated there, when problems caused by the diverse interests and the different visions of the owner-shareholders and the manager-directors.

Other researchers situate corporate governance as a practice established during the last decades. All studies employ the separation between ownership and leadership of companies as the foundation of the theory surrounding corporate governance and its applications.

The most simple definitions use corporate governance as a synonym for sound and good management. More detailed descriptions focus on the tasks that directors have and the task division between the most important parties: shareholders, directors and management.

A number of researchers consider value maximization as the central goal of the company. A good investment climate and good governance are required to realize value maximization. However strict corporate governance regulations and poor governance can threaten value maximization.

Broader definitions map the many interest groups (stakeholders) related to the company. They underline how corporate governance can help balance the diverse interests.

Corporate governance is studied on micro and macro levels. The micro level concerns the individual company, the macro level concentrates on corporate governance systems.

The analysis of the many codes and recommendations existing world-wide, has taught us that corporate governance should be flexible and adapted to the local situation - just as successful companies adapt themselves to the local culture. Hence the hesitation with regard to enforced standards and legal intervention: self-regulation, linked to publicity and accountability, are to be preferred.