This paper reviews past, present and proposed practices for protecting investors from self-dealing by a dominant shareholder and/or management. The origin of audit committees is reviewed and their efficacy analyzed when a dominant shareholder and/or management can control the composition of the...

Corporations that are governed on a one-vote per share basis create a plutocracy. This undermines democracy as corporations govern most economic activity in nations. Because of this and unexpected corporate failures, significant political constituencies demand that government increases the scope...

This paper identifies some policy options for encouraging widely dispersed shareholders and/or their fiduciary agents to become more effective in controlling corporations. Even though institutional shareholders have a fiduciary responsibility to exercise their ownership rights to discipline...

The paper identifies three necessary conditions for investors and other stakeholders to trust companies and how such conditions might be met. First, directors require systemic processes for obtaining information independently of management on the strengths, weaknesses, opportunities and threats...

This paper shows that the way nature governs the management of complexity has application to organisations and global society by using Transaction Byte Analysis (TBA). TBA fills a gap in organisational theory in providing a way to compare hierarchical organisations with complex ones with...

This paper considers how auditing practices became muddled in the US and the UK to create muddled corporate governance principles. The US 1933 law that required corporations to appoint an auditor was based on the prospectus provisions in the UK 1929 Companies Act to protect investors from fraud....

This paper shows how a gap in organizational analysis can be filled by using the transaction of bytes to compare hierarchical organizations controlled by a single control centre with complex ones possessing distributed decision making with multiple communication channels and control agents. No...

This paper identifies eight reasons why it is rational not to trust large complex Anglo corporations and how these reasons could be removed. Two reasons are that directors are overloaded with information but also lack information independent of management to evaluate management and the business....

This paper explains why so called quot;world best practicesquot; in corporate governance developed in the US and the UK represent the problem not the solution for the crisis in capitalism that has reduced share values by trillions of dollars. One reason is that a unitary board has absolute power...