Published online by Cambridge University Press: 06 March 2019
Nations compete for investment capital, and the assurances investors seek as they decide to provide that capital are universal. Motivated by the growing appetite for a global benchmark of corporate behaviour, this paper examines the relationship between the measured quality of corporate governance at the firm level and national competitiveness. It begins by analyzing the perceived quality of institutions in the 23 largest capital markets. Hypothesizing that good corporate governance at the company level may compensate for perceived weaknesses in the institutional framework, the paper then focuses on the pilot governance index developed by the Financial Times and ISS and compares it with new survey evidence from the World Economic Forum's Global Competitiveness Report. Finally, the paper discusses corporate governance in the EU accession countries and the extent to which the quality of governance has affected the mode of entry for foreign investment.
1 For this argument, see Lutgart van den Berghe, Corporate Governance in a Globalising World: Convergence or Divergence? A European Perspective (2002); this notion has recently again been underscored by the new EU Internal Market Commissioner, Charlie McGreevy, at the occasion of announcing the European Corporate Governance Forum in Brussels, 20 January 2005, available at http://europa.eu.int/rapid/pressReleasesAction.do?reference=SPEECH/05/26&format=HTML&aged=0&language=EN&guiLanguage=en (last visited 21 February 2005.Google Scholar
2 Organisation for Economic Co-operation and Development, OECD Principles of Corporate Governance 1999 (OECD, 1999).Google Scholar
3 See Organisation for Economic Co-operation and Development, OECD Principles of Corporate Governance 2004 (OECD, 2004), available at http://www.oecd.org/dataoecd/32/18/31557724.pdf. Last visited 22 February 2005.Google Scholar
4 See Gompers, P., et al., Corporate Governance and Equity Prices, 107 Quarterly J. of Econ. 118 (2003).Google Scholar
5 Full details can be assessed at http://www.ftse.com/corpgov. Last visited 23 February 2005.Google Scholar
6 See Kaufmann, D., et al., M. Governance Matters III: Governance Indicators 1996-2002, (Draft 2003), available at http://www.worldbank.org/wbi/governance/pdf/govmatters3.pdf; last visited 22 February 2005; World Bank, Doing Business in 2004. Understanding Regulation (2004); J. Kurtzman, et al., The Global Costs of Opacity, 26 MIT Sloan Management Rev. 1 (2004).Google Scholar
7 Dallas, G., Country Influences on Individual Company Governance, in, Governance and Risk 138 (G. Dallas ed., 2004).Google Scholar
8 Standard & Poor's (2004), Standard & Poor's Corporate Governance Scores – Criteria, Methodology and Definitions, available at http:/www.standardandpoors.com.Google Scholar
9 Dallas, supra note 7, at 149-50.Google Scholar
10 Porta, R. La, et al., Investor Protection and Corporate Valuation, 57 J. of Fin 1147 (2002).Google Scholar
11 Cornelius, P. K. & Kogut, B., Introduction to Corporate Governance and Capital Flows in a Global Economy 2 (P.K. Cornelius & B. Kogut eds., 2003).Google Scholar
12 Porta, R. La, et al., Legal Determinants of External Finance, 52 J. of Fin. 1131 (1997); B. R. Cheffins, Law as Bedrock: The Foundations of an Economy Dominated by Widely Held Public Companies, (2001); L.A. Bebchuk, et al., What Matters in Corporate Governance?, Harvard Law & Economics Discussion Paper No. 491 (2004).Google Scholar
13 See World Bank, supra note 6, at 84.Google Scholar
14 Id. at 85-7.Google Scholar
15 The procedural complexity index consists of six sub-indexes: (1) Use of professionals: This sub-index measures whether the resolution of the case provided relies mostly in the intervention of professional judges and attorneys, as opposed to the intervention of other types of adjudicators and lay people. (2) Nature of actions: This sub-index mirrors the written or oral nature of the actions involved in the procedure, from the filing of the complaint to enforcement. (3) Legal justification: This sub-index reflects the level of legal justification required in the process of dispute resolution. (4) Statutory regulation of evidence: This sub-index measures the level of statutory control or intervention of the administration, admissibility, evaluation, and recording of evidence. (5) Control of superior review: This sub-index mirrors the level of control or intervention of the appellate court's review of the first instance judgement. (6) Other statutory interventions: This sub-index measures the formalities required to engage someone into the procedure or to hold him accountable for the judgement. The index, which ranges from 0 to 100, has been developed by Djankov et al. See S. Djankov, et al., Courts, 118 Quarterly J. of Econ. 453 (2003).Google Scholar
16 The anti-director rights index consists of five variables: (1) Proxy by mail allowed. In some countries, shareholders must show up in person or send an authorized representative to a shareholders’ meeting in order to vote. By contrast, some countries allow shareholders to mail their proxy vote directly to the firm, thus making it easier to cast their vote. (2) Shares not blocked before meeting. Some countries have laws that require shareholders to deposit their shares with the company or a financial intermediary several days prior to a shareholder meeting. These shares are then kept in custody until a few days after the meeting, a practice that prevents shareholders from selling their shares for several days around the time of the meeting. (3) Cumulative voting/proportional representation. Some countries have mechanisms by which minority interests may name a proportional number of directors, which then grants power to minority shareholders to put their representatives on boards of directors. (4) Oppressed minority. Countries sometimes grant minority shareholders legal mechanisms to check the powers of directors. These mechanisms may include the right to challenge directors’ decisions in court (as in the American derivative suit) or the right to force the company to repurchase shares of the minority shareholders who object to certain fundamental decisions such as mergers or asset sales. (5) Minimum percentage of share capital that entitles a shareholder to call for an extraordinary shareholders’ meeting is less than or equal to 10%. For details, see Porta, R. La, et al., Law and Finance, 106 J. of Pol. Econ. 1113 (1998).Google Scholar
17 See Dallas supra note 7, at 142.Google Scholar
18 See Cornelius and Kogut, supra note 11, at 3.Google Scholar
19 Kaufmann, supra note 6.Google Scholar
20 Pistor, K. & Berkowitz, D., Of Legal Transplants, Legal Irritants, and Economic Development, in Corporate Governance and Capital Flows in a Global Economy 347 (P.K. Cornelius & B. Kogut eds., 2003).Google Scholar
21 See World Economic Forum, The Global Competitiveness Report 2003-2004 (2004).Google Scholar
22 See L.F. Klapper, & I. Love, Corporate Governance, Investor Protection, and Performance in Emerging Markets, J. of Corporate Fin. (2004).Google Scholar
23 McKinsey & Company, Global Investor Opinion Survey: Key Results. 2002, available at http://ww1.mckinsey.com/corporategovernance/PDF/GlobalInvestorOpinionSurvey2002.pdf Google Scholar
24 See Dallas, supra note 7, at 154.Google Scholar
25 See O. Williamson, The Economic Institutions of Capitalism (1985).Google Scholar
26 See R. Hausmann, & E. Fernández-Arias, Foreign Direct Investment: Good Cholesterol? (2000).Google Scholar