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Corporate governance is a recent concept that encompasses the costs caused by managerial misbehavior. Corporate governance is concerned with how organizations in general, and corporations in particular, produce value and how that value is distributed among the members of the corporation, its stakeholders. The interrelation of value production and value distribution links the ubiquitous technological aspect (the production of value) with the moral and ethical dimension (the distribution of value). Corporate governance is concerned with this link in general, but more specifically with the moral and ethical dimensions of distributing the generated value among the stakeholders. Value in firms is created by firm-specific investments, and the motivation and coordination of value enhancing activities and investment is protected by the power concentrated at the pyramidal top of the organization. In modern companies, it is the CEO and the top management deciding how to create value and how to distribute it among the relevant stakeholders. Due to asymmetric information and the imperfect nature of markets and contracts, adverse selection and moral hazard problems occur, where delegated (selected) managers could act in their own interest at the costs of other relevant stakeholders. Corporate governance is a two-tailed concept. The first aspect is about identifying the (most) relevant stakeholder(s), separating theory and practice into two different and conflicting streams: the stakeholder value approach and the shareholder value approach. The second aspect of the concept is about providing and analyzing different mechanisms, reducing the costs induced by moral hazard and adverse selection effects, and to balance out the motivation and coordination problems of the relevant stakeholders. Corporate governance is an interdisciplinary concept encompassing academic fields like finance, economics, accounting, law, taxation and psychology, among others. Like countries differ according to their institutions (i.e. legal and political systems, norms, and rules), firms differ according to their size, age, dominant shareholders or industries. Thus concepts in corporate governance differ along these dimensions as well. And while the underlying characteristics vary in time, continuously or as an exogenous shock, concepts in corporate governance are dynamic and static, offering a challenging field of interest for academics, policy makers and firm managers.

This sixth peer review of the OECD Principles of Corporate Governance analyses the corporate governance framework and practices relating to corporate risk management, in the private sector and in state-owned enterprises. The review covers 26 jurisdictions and is based on a general survey of all participating jurisdictions in December 2012, as well as an in-depth review of corporate risk management in Norway, Singapore and Switzerland. The report finds that while risk-taking is a fundamental driving force in business and entrepreneurship, the cost of risk management failures is often underestim

"Deutschland wird häufig als klassisches Beispiel einer Ökonomie herangezogen, die nicht am Shareholder Value orientiert ist. Die produktionistische, langfristige und auf Konsens gerichtete Orientierung hier wurde oft als Gegenmodell zum 'angelsächsischem Ansatz' herangezogen. Der Einfluss von Aktionären, die am Shareholder Value orientiert sind, und die Bedeutung des Aktienmarktes sind in Deutschland traditionell gering. Es gibt allerdings Anzeichen eines Wandels. In diesem Diskussionspapier beschreiben wir einige dieser Anzeichen und versuchen die Dynamik des Veränderungsprozesses nachzuvollziehen. Wir zeigen auf, dass die begrenzte Bedeutung des Aktienmarktes für die Unternehmensfinanzierung und die Vermögensanlage der privaten Haushalte nur eine sehr schmale Basis für eine Shareholder-Value-Ökonomie in Deutschland schafft. Die tragenden Säulen des deutschen Systems des Corporate Governance - die dominierende Rolle der Banken, das System der Mitbestimmung und das unternehmenszentrierte Managementsystem - bröckeln noch nicht. Veränderungen in Richtung einer verstärkten Shareholder-Value-Orientierung sind deshalb begrenzt. Die Übernahme von Mannesmann durch Vordafone im Frebruar 2000 wurde von vielen Beobachtern als Signal für das Ende der 'Deutschland AG' angesehen. Die Veränderungen in dem deutschen System der Corporate Governance sind damit viel schneller verlaufen, als wir im obigen Paper vermutet haben. In einem Postscript werden daher vor dem Hintergrund der jüngsten Entwicklungen die zentralen Einschätzungen des Papers noch einmal überprüft." (Autorenreferat)

The Corporate Governance Committee of the Corporate Governance Forum of Japan, chaired by Mr. Tadao Suzuki, President of the Mercian Corporation, published their final report in May 1998. Their innovative work followed a long period of discussion and stemmed from the original foundation of the Corporate Governance Forum in 1994 by Mr. Kaneo Nakamura of the Industrial Bank of Japan, who invited top business leaders to discuss governance issues.The following extracts from the first two chapters of the report provide some valuable insights into corporate governance perspectives and practices in Japan. The report offers a set of principles which provide a two‐step formula for realizing effective corporate governance in Japan –"principles which should be adopted immediately (or as soon as possible after legal reform) are shown as step 'A' principles: step 'B' principles should be aimed for early in the 21st. century "to illuminate the path toward the global market, but require legal reform on a grand scale."

The following chapter identifies the meaning and main features of corporate governance, underlines the importance of an entity, which regulates and balances the interests of shareholders, stakeholders, and managers in order to realize a corporation's long-run goals. Currently, all models of corporate governance can be divided by their characteristics into three types: Anglo-American, German, and Japanese; each of these models has some unique elements that are required by a particular country. The process of forming and development of corporate governance in transitional economies are described as well. As the accuracy of corporate government influences the wiliness of investors to sink their capital, it is crucial to understand the methods of corporate governance efficiency evaluation by international rating agencies. Moreover, the example of Enron Corporation's failure shows the exceptional role of corporate governance in protecting and ensuring the rights of shareholders and stakeholders, solving the conflict between managers seeking higher bonuses and investors' goals on stable future return and potential growth.

Both those who are critical of the current structure of corporate governance, and those who support it, share a common set of prenaises. The corporation is owned by its shareholders: managers exert power and responsibility on behalf of their shareholders: corporate governance is a question of effective accountability to shareholders. If there are problems, they should be dealt with by making these mechanisms more effective. This article challenges that view.The principal-agent model bears no relationship to the way large companies are actually run. The attempt to bring reality in line with the model is one possible road to reform: another is to adjust the model to reality. Shareholders do not own large companies, in any ordinary sense of the word own. Firms like BT or BP are social institutions, owned by nobody. The distinction between plc and the owner managed limited company should be real, and not just titular. Corporate managers are not the agents of the shareholders, but the trustees of the assets of the corporation, which include its reputation, its distinctive capabilities, and the skills of the employees and suppliers. Their objective should not be to maximise shareholder value but to further the interests of the business.This account is probably a better description of the current state of British company law than the principal-agent model, but we advocate a new company statute to put the matter beyond doubt. Disposing of the fiction that executives are the agents of shareholders allows us to establish an effective system for achieving the key goals of corporate governance: freedom for managers to manage, combined with real accountability for their performance. We advocate a fixed four-year term for company chief executives, involving a wide ranging and searching review of effectiveness which would involve not only directors and shareholders but advisors, associated companies and employees.It is better that property should be private, but that man should make it common in use …. it is the task of the legislator to see that the citizens become like that. Aristotle