Current Issues in Corporate Governance - Governance Model Based on Efficiency and Fairness

2014 Fiscal Year Final Research Report

• Project/Area Number: 24530083
• Research Category: Grant-in-Aid for Scientific Research (C)
• Allocation Type: Multi-year Fund
• Section: 一般
• Research Field: Civil law
• Research Institution: University of Tsukuba
• Principal Investigator: OTSUKA Akio 筑波大学, ビジネスサイエンス系, 教授 (50384863)
• Project Period (FY): 2012-04-01 – 2015-03-31
• Keywords: 会社法 / コーポレートガバナンス / 法と経済学 / CSR / 企業の社会的責任 / ステークホルダー

Outline of Final Research Achievements

By reason of asymmetry of information, paradoxically, the shift to the independent board has weakened boards and placed the CEO in an extremely powerful position. The economic crisis has exposed substantial issues caused by connecting CEO compensation incentives with short-term gains. Any corporate governance reform must therefore focus primarily on promoting the long-term well-being of the corporation, balancing constituencies’ interests, and ensuring accountability. In the “enlightened shareholder value” approach, which is embodied in the UK Companies Act of 2006, the directors, who are ultimately required to promote the long-term well-being and performance of the corporation, must consider the factors that have an impact on the company’s relationships and performance. Further, the U.K. has expanded the scope of the narrative reporting requirement by directors in public companies in the form of a strategic report. These reforms represent good prospects for corporate governance.

Free Research Field

会社法、国際企業法