to download a Special Report of this meeting - The Europaeum

Concluding Remarks
Concluding Remarks
Professor
Colin Mayer
Thank you for all those
enlightening report backs
from the roundtable sessions
which have produced some
interesting insights.
Now, I think I have really had my own say at
the beginning of the session IV, and as our discussions
have eaten a little into our time, I am
going to hand over at once to Paul Flather who
has been busy trying to draw out some general
threads from our deliberations.
Dr Paul Flather
Secretary-
General, the
Europaeum, and
Fellow, Mansfield
College,
University of
Oxford
The discussions over
the day have thrown
up many interesting
points, and produced
some lively clashes and
controversy. As a nonexpert
I have been
intrigued by the many
arguments made. But I
would like to pick up on five issues that have particularly
struck me and seem to me to offer possibilities
for future research and analysis. They
may perhaps even form the basis of further work
to be undertaken by the Europaeum group of
universities, as we are currently in discussions
with a leading corporate to create and develop a
relevant international European research project
on new Corporate Governance reforms.
1. Independent Directors
Questions were raised about how could independent
directors now have a crucial role to play
in the future better governance of our corporations.
How will they stand up against the socalled
Non-Independent directors, the executives
What will be their specific role What
powers will they have How much company support
should they receive and be able to call on
There are also questions of their appropriate
remuneration levels, whether there should be
public funding involved. Above all, there are
deeper questions of how they can be part of the
team, while remaining able to exercise scrutiny
independently.
2. Corporate Governance and Economic
Performance
A key criticism of corporate governance
reform and the raft of proposals that have been
set in place following the crisis of company
crashes is that they seriously restrict corporate
economic performance and success. But there
appears to be little research measuring the correlations
between the application of compliance
with Corporate Governance measures and economic
performance. Equally, it can be argued
that there is little conclusive proof that good governance
produces greater economic benefit to
companies. It seems to be me that there is much
opinion on such relations and relatively little
hard research and fact. This would surely be a
fruitful area for further, focussed research.
3. Shareholders, Sovereignty and Capital
Shareholders clearly must continue to have
influence on their companies. However, it has
never been easy for them to accumulate or
express their views, even on simple measures
such as voting on the membership of the board,
or an election of the chairman. This has led to a
rise in so-called ‘shareholder activism’, and there
have been some significant examples when
organised shareholders have turned over company
policy, modified plans and strategies, and
been seen to have key executives replaced.
However, such interventions remains relatively
haphazard and debates around such activism
often collapse into an all-or-nothing debate, in
the form of “do this or else” or “take it or leave
it”.
More work should be done on defining more
precisely the role of shareholders, the balance of
sovereignty, who the ultimate controllers of a
company are, how more refined discussion could
take place, and the means by which poorly coordinated
bodies of shareholders can be consulted,
better and perhaps more regularly, and involved.
This would ameliorate a culture in which confrontational
or reckless gestures by either party
stand in the way of good governance, as suggested
by one contributor to our discussion.
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