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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. 46
Concluding Remarks Perhaps we should be asking whether internet technology could be used to allow shareholders to be in closer connection with each other than they are at present, so as to allow them to better identify issues, demonstrate support, and, if necessary, take action. 4. Sunlight and Transparency The new corporate governance agenda has much to do with transparency and throwing ‘sunlight’ over any murky dealings within companies. But what should be revealed, how often and to whom Questions of sunlight remain crucial, not least because information is often privileged and companies are very wary of revealing anything that might lose them competitive and commercial advantage. How can such conundrums be solved satisfactorily for both sides 5. A New European Agenda We have discussed the nature of corporate governance in America, in Britain and in Europe. We have noted that the corporate structures in Europe and America are different and we have noted significant differences between key European players too. We have also examined a possible convergence between the US and the UK, in particular. What we have not been able to resolve, not surprisingly,, is whether we should simply accept that, within a broad framework of CG compliancy and reform, there are be different approaches appropriate to each different nationality and to local democratic and economic goals. Alternatively, should we be exploring a wider European model and framework, both in contradistinction to specifically American approaches and strategies, taking note of the multinational and international nature of most corporates - particularly their penchant for playing off different approaches, even choosing to set up their headquarters in those countries where compliance regimes most ‘suit’ them, perhaps where they can best avoid restrictions. Should we be searching for a new, more European agenda from Brussels, or accept that there will be distinct British, French and German approaches Should it be a more rigid or looser framework Should it seek convergence or difference with the USA These strike me as five significant themes which have emerged from our deliberations over the day. I hope you will agree that they leave us plenty of further food for thought. Indeed, I suppose that there are large questions to face – what precisely, for instance, is ‘good governance’ Our use of the term can inevitably be loaded with our assumptions about what we want from corporations in European society. This raises questions of efficacy; but of our values, and ends, as well.. 47
Page 1 and 2: Restructuring Corporate Governance:
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Page 21 and 22: Strategies and Balance SESSION II S
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Page 59 and 60: The Europaeum Vision As the pace of

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