Abstract
This paper summarises overall minimum corporate governance principles and best practices applicable to all organisations (whether public, private or nonprofit). These best practices are divided as follows:
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structure of the board of directors;
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operation of the board of directors and
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other corporate governance practices.
This paper discusses certain current best practices as advocated by corporate governance groups and practiced by some Fortune 100 public companies, with the understanding that best practices tend to evolve over time. We proceed on the assumption that a ‘best practice’ is one in which the benefits to the organisation substantially exceed the cost of implementation. What is a best practice today may not be a best practice in the future. Although the paper is addressed primarily to US-based organisations, the general principles are applicable to foreign entities as well, although modifications must be made to account for legal and cultural differences.
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For the Business Roundtable's best practices for 2005 go to: www.businessroundtable.org/publications/index.aspx and click on the document entitled ‘Principles of Corporate Governance’ (3rd November, 2005).
In re Tele-Communications Inc. Shareholders Litigation, Del. Ch., C.A. No. Civ. A. 16470 (21st December, 2005).
Id. at 1.
Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).
Caremark International, Inc. Derivative Litigation, Docket No., 1996 WL 549894, [Del. Ch.].
ISS Releases 2006 Corporate Governance Policy Updates: Section 404, Director Performance and Tally Sheet Policies are Added, while Majority Vote, Burn Rate and Other Policies are Tuned— Press Release 21st October, 2005 ( http://www.issproxy.com/pressroom/2005archive.jsp) .
In re Oracle Derivative Litigation, 824 A.2d 917 (Del. Ch. 2003).
In re Emerging Communications, Inc., Shareholders Litigation, 2004 WL 1305745 (Del. Ch., 3rd May, 2004, Revised 4th June, 2004).
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Lipman, F. Summary of major corporate governance principles and best practices. Int J Discl Gov 4, 309–319 (2007). https://doi.org/10.1057/palgrave.jdg.2050064
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DOI: https://doi.org/10.1057/palgrave.jdg.2050064