Despite considerable reforms over the past two decades, boards – particularly at financial institutions – have been criticized recently for poor stewardship. This article argues that the lack of attention to behavioral and functional considerations – in particular, relating to director...

This article argues that disparity in stature between the chief executive and other directors (for example, a 'star' CEO whose accomplishments and renown are much greater that the non-executive directors) can harm board performance and provides suggestions on how boards can maintain stature...

Drawing from the boardroom clash between the chairman and the CEO at camera and digital equipment manufacturer Olympus, this commentary argues that independent directors are needed at Japanese companies not only to oversee management and hold them accountable but to mediate disputes involving...

This commentary, a contribution to the Harvard Business Review Online Forum on the CEO's role in fixing the capitalist system, makes the argument that for an incentive system to usefully support a firm's long-term, society focused agenda, companies need to lessen their reliance on financial...

Why is it that despite all the corporate governance reforms undertaken over the past two decades, many boards failed the test of the financial crisis so badly? Recently, the European Commission, US Congress, and others found serious deficiencies in the way boards, particularly at financial...

The global financial crisis has prompted debate once again on how to improve the effectiveness of the board of directors at listed companies. Despite considerable reforms over the past two decades, boards – particularly at financial institutions – have been criticized recently for failing to...

The US approach to regulating the securities markets is underpinned by disclosure, and US policymakers have tended to respond to corporate and systemic crises by strengthening disclosure requirements. For example, in response to the global financial crisis, the US Securities and Exchange...

Companies in the United Kingdom and the United States are often credited with having the world's best corporate-governance systems, but the two countries have starkly different views on separating the roles of chairman and chief executive. About 95 percent of the UK's largest publicly traded...

Governance codes have proved effective at promoting reform and improving corporate behavior, despite their lack of teeth. Boards in the United Kingdom, for example, are more independent now than they were before the adoption of the Cadbury Code, 12 years ago. Since codes are voluntary, they are...

Poor corporate governance lies at the heart of the poor performance of state-owned enterprises (SOEs) throughout the world. In many countries, previous SOE reform efforts failed to deliver sustained improvements in performance because they did not fully address the core governance deficiencies...