Directors' Duties

 

The starting point for this series is a revisiting of a seminal volume on how to resolve the perennial corporate governance problem of the separation of ownership from control, The Corporation in Modern Society (1960).  For Mason (1960, 1), ‘to suggest a drastic change in the scope or character of corporate activity is to suggest a drastic alteration in the structure of society…All of this is to suggest not that the corporation cannot be touched but that to touch the corporation is to touch much else besides.’ The core problems identified pivot on what constitutes the appropriate exercise of corporate power and what responsbility can or should one expect from directors to ensure the long-term interests of the corporation.  As Mason (1960, 19) put it ‘the fact seems to be that the rise of the large corporation and attending circumstances have confronted us with a long series of questions concerning rights and duties, privileges and immunities, responsibility and authority, that political and legal philosophy have not yet assimilated.’  The series evaluates the extent to which the Global Financial Crisis has forced a reappraisal of corporate purpose. 

UK Department for Business, Innovation & Skills Releases Consultation Paper on Executive Remuneration

The UK Department of Business, Innovation and Skill have released a consultation paper which explores wider questions on the role of shareholders and remuneration committees in the process of setting pay and how pay is structured to incentivise and reward.
Originally Published: 
Monday, September 19, 2011

Institutional Shareholder Services Releases White Paper on Evaluating Pay for Performance

In response to investor feedback on the issue of pay-for performance, which indicated a preference for putting the focus on long-term alignment, board decision-making, and pay relative to both market peers and to absolute shareholder returns, Institutional Shareholder Services has published a white
Originally Published: 
Tuesday, December 20, 2011

Australian Corporations and Markets Advisory Committee Releases Information Paper on Executive Remuneration

The Corporations and Markets Advisory Committee has published an information paper on some of the approaches taken in Australia and internationally in respect of the regulation of executive remuneration arrangements, including the use and implications of various types of incentives and reporting on
Originally Published: 
Thursday, July 14, 2011

Australian Corporations and Markets Advisory Committee Releases Report on Executive Remuneration

The Corporations and Markets Advisory Committee has released a report examining the possibility of reducing the complexity of executive remuneration reports and revising the remuneration setting framework to simplify the incentive components of these arrangements.
Originally Published: 
Friday, April 29, 2011

Basel Committee on Banking Supervision Releases Report on Range of Methodologies for Risk and Performance Alignment of Remuneration

This Report was prepared in response to the Financial Stability Board's recommendation that the Basel Committee on Banking Supervision should develop a report on the range of methodologies for risk and performance alignment of compensation schedules and their effectiveness in light of experienc
Originally Published: 
Thursday, May 12, 2011

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