Understanding Corporate Governance

Shareholders demand high returns on their equity investments, while executives of public companies typically want a peaceful life with good remuneration and minimal outside intervention. These conflicting interests and how to achieve some kind of alignment between them to give corporate managers the incentives to act in the best interests of corporate owners are the central questions of corporate governance. They have become increasingly important in the 1990s as instead of choosing exit simply selling their holdings in underperforming companies investors are beginning to exercise their voice telling managements to change their ways.

In the 1980s, the most powerful external pressure on executives for stock market performance was the threat from corporate raiders, poised to bid for companies with underperforming shares. Latterly, challenges have come more from institutional investors, the activist shareholders who demand long-term value creation from the companies whose shares they own. This activism has been most dramatic in the United States, and has been supported by regulation: for example, the SEC has mandated the reporting of value creation in the proxy statement.

In the UK too, the pressures have shifted from the threat of takeovers to shareholder activism, often around the subject of top managers' pay and its weak relationship to corporate performance. For example, guidelines on remuneration published by the investing institutions' professional bodies (the National Association of Pension Funds and the Association of British Insurers) demand a clearer link between performance and pay. In turn, many UK companies now explicitly target the creation of shareholder value.