to download a Special Report of this meeting - The Europaeum

Introduction
Introduction
Dr Paul Flather
Secretary-
General, the
Europaeum, and
Fellow, Mansfield
College,
University of
Oxford
As Enron, WorldCom,
Tyco, HealthSouth,
Parmalat, Hallinger
and others, entered our
everyday lexicon from the
late 1990s and early
2000s, the company
crashes revealed that all
was far from well in the
world of international corporations. Certain
CEOs on the make, most non-executives frozen
out, shareholders too often treated like cannon
fodder, lawyers and auditors duped
In this climate, the failures of a few had a disproportionate,
though understandable, impact on
market confidence. A raft of new reforms and
measures were designed to rebalance corporate
governance, to bring back trust and integrity, and
to lay down clear lines of accountability, to company
boards, to shareholders, to governments
and to international authorities.
Of course in Washington and New York, in
London and Paris, in Brussels and Tokyo, there
were different approaches reflecting different
perceptions and differing local arrangements.
As new legislation was enacted - regulation
after regulation by the Securities and Exchange
Commission, the Sarbanes Oxley Act in the US,
the 2004 amending legislation and the revised
Combined Codes in the UK, derived from the
Higgs and Smith’s reviews, and so forth - so the
debates continued.
From this, though, a new focus emerged on
whether good corporate governance was not just
prevention against disaster, but could also
strengthen corporate performance.
Questions arose about whether such regulations
and new priorities addressed the roots of
corporate misdeeds or whether they misallocate
accountability and distract board members from
their ‘proper responsibilities’.
Against this background, the Europaeum
decided to hold a seminar of policy-makers, company
leaders, experts, practitioners and academics
to discuss three critical areas of concern in the
field of corporate governance – the balance
between shareholder activism and boardroom
decision-making; the balance between prescriptive
and enabling strategies; and the balance
between ‘European’ and the ‘Anglo-American’
policy agendas.
A policy seminar was organised at the
University of Oxford, hosted by the fast emerging
Said Business School, and coordinated under the
auspices of a new bilateral programme being fostered
by Leiden and Oxford, which aims, specifically,
to mount programmes that aim to ‘bridge
the gap’ between academe and business.
Some 100 key figures from the fields of business,
academe, politics, and policy-making were
invited, with almost 70 took part, representing at
least 13 major companies, and five major
European universities, all part of the Europaeum
association, in an all-day seminar.
There were seven key-note speeches by such
eminent figures on the CG landscape as Alastair
Ross Goobey, in the forefront of shareholder
activism; Sir Ronnie Grierson, so long at the
helm of one of Europe’s super companies; David
Jackson, distinguished company secretary of BP;
George Dallas, head of the Governance Services
Unit at Standard and Poor’s, particularly welcome
as one of the world leaders in this area,
joining us from the US; Guy Jubb, energetic head
of corporate governance at Standard Life;
Antonio Borges, both Vice-Chair of Goldmann
Sachs and Chairman of the burgeoning European
Institute of Corporate Governance, joining us
from Brussels; not to mention our very own
Colin Mayer, one of the driving professors at the
Said Business School (and soon to become the
new Dean of the SBS itself). Each contribution
was dissected, in turn, by a distinguished discussant
and followed by lively discussion.
By all accounts, it was generally agreed that
the day had fairly fizzed with ideas. The debates
evoked are now fully reproduced in this report,
with the kind permission of all participants.
The following quotes, a random collection
taken from my own notes during the day, make
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