An International Comparison of Corporate Governance Models: a study on the formal independence and governance of one-tier and two-tier corporate boards of directors in the United States of America, the United Kingdom and the Netherlands

According to Cochran and Wartick (1988), corporate governance is an umbrella term that covers many aspects related to concepts, theories and practices of boards of directors and their executive and non-executive directors. It is a field that concentrates on the relationship between boards, stockholders, top management, regulators, auditors and other stakeholders. A related definition of corporate governance comes from Monks and Minow (1995). These authors state: “What is corporate governance? It is the relationship among various participants in determining the direction and performance of corporations” (Monks and Minow, 1995:1). In this definition, the group of participants includes shareholders, management, members of board of directors, employees, customers, suppliers, creditors and other interest groups. The World Bank states: “Corporate governance refers to that blend of law, regulation and appropriate voluntary private sector practices which enable the corporation to attract financial and human capital, perform efficiently, and thereby perpetuate itself by generating long-term economic value for its shareholders, while respecting the interests of stakeholders and society as a whole. The principal characteristics of effective corporate governance are: transparency (disclosure of relevant financial and operational information and internal processes of management oversight and control); protection and enforceability of the rights and prerogatives of all shareholders; and, directors capable of independently approving the corporation's strategy and major business plans and decisions, and of independently hiring management, monitoring management's performance and integrity, and replacing management when necessary” (www.worldbank.org, Jan 1999). Sheridan and Kendall (1992), suggest that “ . . . different countries have different ideas as to what constitutes good corporate governance [ . . . ] nowhere does anyone appear to have defined corporate governance per se.” These and other definitions indicate that the field of corporate governance is a rich one. As stated by Tricker (1993:2), “ . . . corporate governance can mean many things to those concerned. Institutional investors have a different perspective from corporate regulators, board members from researchers. Insights can be drawn from the professional and theoretical worlds of organisational behavior, jurisprudence, financial economics, accountancy and auditing, as well as from the experiential worlds of director behaviour and board practices.” See also Moerland (1997) for an overview of corporate governance definitions.

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