Lone Oak Independent School District is a public school district based in Lone Oak , Texas USA . Located in Hunt County , a small portion of the district extends into Rains County . It covers 98 square miles.
76-504: The district is managed by a seven-member board. The superintendent is Janeé Carter. The district educates around 860 students, in four schools, and employs approximately 65 teachers. Standard & Poor's rated its general obligation debt as 'A'. They described the financial position as "consistently strong" in view of state support for its operations. The district was the subject of a Texas Supreme Court case in July 1974. A student challenged
152-540: A $ 5 billion lawsuit: U.S. v. McGraw-Hill Cos et al., U.S. District Court, Central District of California, No. 13-00779. Since it did not charge Fitch and Moody's and because the Department did not give access to evidence, there has been speculation whether the lawsuit may have been in retaliation for S&P's decision to downgrade. On April 15, 2013, the Department of Justice was ordered to grant S&P access to evidence. On November 11, 2011, S&P erroneously announced
228-561: A broad view that firms should account for the interests of a range of stakeholders. For instance, managers do not have a fiduciary responsibility to shareholders. This framework is rooted in the belief that a balance among stakeholder interests can lead to a superior allocation of resources for society. The Japanese model includes several key principles: An article published by the Australian Institute of Company Directors called "Do Boards Need to become more Entrepreneurial?" considered
304-445: A component used by S&P in assessing an enterprise's overall creditworthiness. S&P updated its management and governance scoring methodology as part of a larger effort to include enterprise risk management analysis in its rating of debt issued by non-financial companies. "Scoring of management and governance is made on a scale of weak, fair, satisfactory or strong, depending on the mix of positive and negative management scores and
380-443: A disciplinary interest or context (such as accounting , finance , law , or management ) often adopt narrow definitions that appear purpose-specific. Writers concerned with regulatory policy in relation to corporate governance practices often use broader structural descriptions. A broad (meta) definition that encompasses many adopted definitions is "Corporate governance describes the processes, structures, and mechanisms that influence
456-447: A government official to perform their routine duties more quickly). It also required corporations to establish controls to prevent bribery. Incorporation in the US is under state level legislation, but there important federal acts. in particular, see Securities Act of 1933 , Securities Exchange Act of 1934 , and Uniform Securities Act . The Sarbanes–Oxley Act of 2002 (SOX) was enacted in
532-467: A result, executives can sacrifice long-term profits for short-term personal gain. Shareholders may have different perspectives in this regard, depending on their own time preferences , but it can also be viewed as a conflict with broader corporate interests (including preferences of other stakeholders and the long-term health of the corporation). The principal–agent problem can be intensified when upper management acts on behalf of multiple shareholders—which
608-553: A result, some critics have contended that the credit ratings agencies are beholden to these issuers in a conflict of interests and that their ratings are not as objective as they ought to be, due to this "pay to play" model. In 2015, Standard and Poor's paid $ 1.5 billion to the U.S. Justice Department, various state governments, and the California Public Employees' Retirement System to settle lawsuits asserting its inaccurate ratings defrauded investors. In April 2009,
684-430: A result, there may be free-riding in steering and monitoring of upper management, or conversely, high costs may arise from duplicate steering and monitoring of upper management. Conflict may break out between principals, and this all leads to increased autonomy for upper management. Ways of mitigating or preventing these conflicts of interests include the processes, customs, policies, laws, and institutions which affect
760-448: A scale from A-1 to D. Within the A-1 category, it can be designated with a plus sign (+). This indicates that the issuer's commitment to meet its obligation is very strong. Country risk and currency of repayment of the obligor to meet the issue obligation are factored into the credit analysis and reflected in the issue rating. S&P has had a variety of approaches to reflecting its opinion of
836-506: A school regulation that prohibits married students from participating in extra-curricular activities. The court decided that this was a matter for the district's board to decide on the policy. This was upheld on appeal. In 2009, the school district was rated " recognized " by the Texas Education Agency . Standard %26 Poor%27s S&P Global Ratings (previously Standard & Poor's and informally known as S&P )
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#1732858862626912-467: A subscription to access. These include Indexology, VIX Views and Housing Views. Credit rating agencies such as S&P have been cited for contributing to the financial crisis of 2007–08 . Credit ratings of AAA (the highest rating available) were given to large portions of even the riskiest pools of loans in the collateralized debt obligation (CDO) market. When the real estate bubble burst in 2007, many loans went bad due to falling housing prices and
988-630: A weekly investment advisory newsletter for individuals and professional investors, published continuously since 1922. Credit Week is produced by Standard & Poor's Credit Market Services Group. It offers a comprehensive view of the global credit markets, providing credit rating news and analysis. Standard & Poor's offers numerous other editorials, investment commentaries and news updates for financial markets, companies, industries, stocks, bonds, funds, economic outlook and investor education. All publications are available to subscribers. S&P Dow Jones Indices publishes several blogs that do not require
1064-572: Is a separation of ownership and management, the principal–agent problem can arise between upper-management (the "agent") and the shareholder(s) (the "principals"). The shareholders and upper management may have different interests. The shareholders typically desire returns on their investments through profits and dividends, while upper management may also be influenced by other motives, such as management remuneration or wealth interests, working conditions and perquisites, or relationships with other parties within (e.g., management-worker relations) or outside
1140-511: Is also known as "the unitary system". Within this system, many boards include some executives from the company (who are ex officio members of the board). Non-executive directors are expected to outnumber executive directors and hold key posts, including audit and compensation committees. In the United Kingdom, the CEO generally does not also serve as chairman of the board, whereas in the US having
1216-550: Is an American credit rating agency (CRA) and a division of S&P Global that publishes financial research and analysis on stocks , bonds , and commodities . S&P is considered the largest of the Big Three credit-rating agencies, which also include Moody's Ratings and Fitch Ratings . Its head office is located on 55 Water Street in Lower Manhattan , New York City . The company traces its history back to 1860, with
1292-490: Is embedded in the ondernemingsrecht and, specifically for limited liability companies, in the vennootschapsrecht . In addition The Netherlands has adopted a Corporate Governance Code in 2016, which has been updated twice since. In the latest version (2022), the Executive Board of the company is held responsible for the continuity of the company and its sustainable long-term value creation . The executive board considers
1368-482: Is enforced by the U.S. Department of Justice and the Securities and Exchange Commission (SEC). Substantial civil and criminal penalties have been levied on corporations and executives convicted of bribery. Corporate governance principles and codes have been developed in different countries and issued from stock exchanges, corporations, institutional investors, or associations (institutes) of directors and managers with
1444-501: Is generally perceived that regulatory attention on the corporate governance practices of publicly listed corporations, particularly in relation to transparency and accountability , increased in many jurisdictions following the high-profile corporate scandals in 2001–2002, many of which involved accounting fraud ; and then again after the financial crisis in 2008 . For example, in the U.S., these included scandals surrounding Enron and MCI Inc. (formerly WorldCom). Their demise led to
1520-541: Is known for its practice of co-determination , founded on the German Codetermination Act of 1976, in which workers are granted seats on the board as stakeholders, separate from the seats accruing to shareholder equity. The so-called "Anglo-American model" of corporate governance emphasizes the interests of shareholders. It relies on a single-tiered board of directors that is normally dominated by non-executive directors elected by shareholders. Because of this, it
1596-452: Is modelled as a governance structure acting through the mechanisms of contract. Here corporate governance may include its relation to corporate finance . Contemporary discussions of corporate governance tend to refer to principles raised in three documents released since 1990: The Cadbury Report (UK, 1992), the Principles of Corporate Governance (OECD, 1999, 2004, 2015 and 2023), and
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#17328588626261672-416: Is often the case in large firms (see Multiple principal problem ). Specifically, when upper management acts on behalf of multiple shareholders, the multiple shareholders face a collective action problem in corporate governance, as individual shareholders may lobby upper management or otherwise have incentives to act in their individual interests rather than in the collective interest of all shareholders. As
1748-480: Is the degree to which companies manage their governance responsibilities; in other words, do they merely try to supersede the legal threshold, or should they create governance guidelines that ascend to the level of best practice. For example, the guidelines issued by associations of directors, corporate managers and individual companies tend to be wholly voluntary, but such documents may have a wider effect by prompting other companies to adopt similar practices. In 2021,
1824-412: Is the solution to the problem of multiple principals due to median voter theorem: shareholders' meetings lead power to be devolved to an actor that approximately holds the median interest of all shareholders, thus causing governance to best represent the aggregated interest of all shareholders. An important theme of governance is the nature and extent of corporate accountability . A related discussion at
1900-538: The Civil War of 1861–1865, was superior to that of corporations in the late 19th and early 20th centuries because early corporations governed themselves like "republics", replete with numerous "checks and balances" against fraud and against usurpation of power by managers or by large shareholders. (The term "robber baron" became particularly associated with US corporate figures in the Gilded Age —the late 19th century.) In
1976-518: The Federal Court of Australia found that: "A reasonably competent ratings agency could not have rated the Rembrandt 2006-3 CPDO AAA in these circumstances"; and "S&P’s rating of AAA of the Rembrandt 2006-2 and 2006-3 CPDO notes was misleading and deceptive and involved the publication of information or statements false in material particulars and otherwise involved negligent misrepresentations to
2052-599: The International Finance Corporation and the UN Global Compact released a report, "Corporate Governance: the Foundation for Corporate Citizenship and Sustainable Business", linking the environmental, social and governance responsibilities of a company to its financial performance and long-term sustainability. Most codes are largely voluntary. An issue raised in the U.S. since the 2005 Disney decision
2128-473: The Model Business Corporation Act , but the dominant state law for publicly traded corporations is Delaware General Corporation Law , which continues to be the place of incorporation for the majority of publicly traded corporations. Individual rules for corporations are based upon the corporate charter and, less authoritatively, the corporate bylaws . Shareholders cannot initiate changes in
2204-532: The Sarbanes–Oxley Act of 2002 (US, 2002). The Cadbury and Organisation for Economic Co-operation and Development (OECD) reports present general principles around which businesses are expected to operate to assure proper governance. The Sarbanes–Oxley Act, informally referred to as Sarbox or Sox, is an attempt by the federal government in the United States to legislate several of the principles recommended in
2280-493: The U.S. Securities and Exchange Commission . S&P rates borrowers on a scale from AAA to D. Intermediate ratings are offered at each level between AA and CCC (such as BBB+, BBB, and BBB−). For some borrowers issuances, the company may also offer guidance (termed a "credit watch") as to whether it is likely to be upgraded (positive), downgraded (negative) or stable. Investment Grade Non-Investment Grade (also known as speculative-grade) The company rates specific issues on
2356-477: The statutory laws of the relevant jurisdiction, corporations are subject to common law in some countries. In most jurisdictions, corporations also have some form of a corporate constitution that provides individual rules that govern the corporation and authorize or constrain its decision-makers. This constitution is identified by a variety of terms; in English-speaking jurisdictions, it is sometimes known as
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2432-399: The 1980s, Eugene Fama and Michael Jensen established the principal–agent problem as a way of understanding corporate governance: the firm is seen as a series of contracts. In the period from 1977 to 1997, corporate directors' duties in the U.S. expanded beyond their traditional legal responsibility of duty of loyalty to the corporation and to its shareholders. In the first half of
2508-418: The 1990s, the issue of corporate governance in the U.S. received considerable press attention due to a spate of CEO dismissals (for example, at IBM , Kodak , and Honeywell ) by their boards. The California Public Employees' Retirement System ( CalPERS ) led a wave of institutional shareholder activism (something only very rarely seen before), as a way of ensuring that corporate value would not be destroyed by
2584-488: The Cadbury and OECD reports. Some concerns regarding governance follows from the potential for conflicts of interests that are a consequence of the non-alignment of preferences between: shareholders and upper management (principal–agent problems); and among shareholders (principal–principal problems), although also other stakeholder relations are affected and coordinated through corporate governance. In large firms where there
2660-543: The EC said in its statement of objections which lays the groundwork for an adverse finding against S&P. "The (numbers) are indispensable for a number of operations that financial institutions carry out – for instance, reporting to authorities or clearing and settlement – and cannot be substituted.” S&P has run the CUSIP Service Bureau , the only International Securities Identification Number (ISIN) issuer in
2736-941: The G20, and in 2023. The Principles are often referenced by countries developing local codes or guidelines. Building on the work of the OECD, other international organizations, private sector associations and more than 20 national corporate governance codes formed the United Nations Intergovernmental Working Group of Experts on International Standards of Accounting and Reporting (ISAR) to produce their Guidance on Good Practices in Corporate Governance Disclosure. This internationally agreed benchmark consists of more than fifty distinct disclosure items across five broad categories: The OECD Guidelines on Corporate Governance of State-Owned Enterprises complement
2812-641: The G20/OECD Principles of Corporate Governance, providing guidance tailored to the corporate governance challenges of state-owned enterprises . Companies listed on the New York Stock Exchange (NYSE) and other stock exchanges are required to meet certain governance standards. For example, the NYSE Listed Company Manual requires, among many other elements: The investor-led organisation International Corporate Governance Network (ICGN)
2888-534: The Netherlands, require a two-tiered board of directors as a means of improving corporate governance. In the two-tiered board, the executive board, made up of company executives, generally runs day-to-day operations while the supervisory board, made up entirely of non-executive directors who represent shareholders and employees, hires and fires the members of the executive board, determines their compensation, and reviews major business decisions. Germany, in particular,
2964-557: The US, on behalf of the American Bankers Association . In its formal statement of objections, the EC alleged "that S&P is abusing this monopoly position by enforcing the payment of licence fees for the use of US ISINs by (a) banks and other financial services providers in the EEA and (b) information service providers in the EEA." It claims that comparable agencies elsewhere in the world either do not charge fees at all, or do so on
3040-551: The United States and Poor's Directory of Railway Officials . In 1906, Luther Lee Blake founded the Standard Statistics Bureau , with the view to providing financial information on non-railroad companies. Instead of an annually published book, Standard Statistics would use 5-by-7-inch cards, allowing for more frequent updates. In 1941, Paul Talbot Babson purchased Poor's Publishing and merged it with Standard Statistics to become Standard & Poor's Corp. In 1966,
3116-428: The basis of distribution cost, rather than usage. Corporate governance Corporate governance refers to the mechanisms, processes, practices, and relations by which corporations are controlled and operated by their boards of directors, managers, shareholders, and stakeholders. "Corporate governance" may be defined, described or delineated in diverse ways, depending on the writer's purpose. Writers focused on
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3192-592: The class of potential investors in Australia, which included Local Government Financial Services Pty Ltd and the councils, because by the AAA rating there was conveyed a representation that in S&;P’s opinion the capacity of the notes to meet all financial obligations was “extremely strong” and a representation that S&P had reached this opinion based on reasonable grounds and as the result of an exercise of reasonable care when neither
3268-470: The company called for "new faces" in the Irish government , which was seen as interfering in the democratic process. In a subsequent statement they said they were "misunderstood". S&P acknowledged making a US$ 2 trillion error in its justification for downgrading the credit rating of the United States in 2011, but stated that it "had no impact on the rating decision". In November 2012, Judge Jayne Jagot of
3344-444: The company was acquired by The McGraw-Hill Companies , extending McGraw-Hill into the field of financial information services. As a credit rating agency (CRA), the company issues credit ratings for the debt of public and private companies, and public borrowers such as governments, governmental agencies, and cities. It is one of several CRAs that have been designated a nationally recognized statistical rating organization (NRSRO) by
3420-467: The control and direction of corporations." This meta definition accommodates both the narrow definitions used in specific contexts and the broader descriptions that are often presented as authoritative. The latter include the structural definition from the Cadbury Report , which identifies corporate governance as "the system by which companies are directed and controlled" (Cadbury 1992, p. 15); and
3496-519: The corporate charter although they can initiate changes to the corporate bylaws. It is sometimes colloquially stated that in the US and the UK that "the shareholders own the company." This is, however, a misconception as argued by Eccles and Youmans (2015) and Kay (2015). The American system has long been based on a belief in the potential of shareholder democracy to efficiently allocate capital. The Japanese model of corporate governance has traditionally held
3572-500: The corporate charter or articles of association (which also be accompanied by a memorandum of association ). Incorporation in Australia originated under state legislation but has been under federal legislation since 2001. Also see Australian corporate law . Other significant legislation includes: Incorporation in Canada can be done either under either federal or provincial legislation. See Canadian corporate law . Dutch corporate law
3648-528: The corporation, to the extent that these are not necessary for profits. Those pertaining to self-interest are usually emphasized in relation to principal-agent problems. The effectiveness of corporate governance practices from a shareholder perspective might be judged by how well those practices align and coordinate the interests of the upper management with those of the shareholders. However, corporations sometimes undertake initiatives, such as climate activism and voluntary emission reduction, that seems to contradict
3724-562: The cut of France's triple-A rating (AAA). French leaders said that the error was inexcusable and called for even more regulation of private credit rating agencies. On January 13, 2012, S&P truly cut France's AAA rating, lowering it to AA+. This was the first time since 1975 that Europe's second-biggest economy, France, had been downgraded to AA+. The same day, S&P downgraded the rating of eight other European countries: Austria , Spain , Italy , Portugal , Malta , Slovenia , Slovakia and Cyprus . The company publishes The Outlook ,
3800-401: The dual role has been the norm, despite major misgivings regarding the effect on corporate governance. The number of US firms combining both roles is declining, however. In the United States, corporations are directly governed by state laws, while the exchange (offering and trading) of securities in corporations (including shares) is governed by federal legislation. Many US states have adopted
3876-577: The emergence of multinational corporations after World War II (1939–1945) saw the establishment of the managerial class . Several Harvard Business School management professors studied and wrote about the new class: Myles Mace (entrepreneurship), Alfred D. Chandler, Jr. (business history), Jay Lorsch (organizational behavior) and Elizabeth MacIver (organizational behavior). According to Lorsch and MacIver "many large corporations have dominant control over business affairs without sufficient accountability or monitoring by their board of directors". In
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#17328588626263952-570: The enactment of the Sarbanes–Oxley Act in 2002, a U.S. federal law intended to improve corporate governance in the United States. Comparable failures in Australia ( HIH , One.Tel ) are linked to with the eventual passage of the CLERP 9 reforms there (2004), that similarly aimed to improve corporate governance. Similar corporate failures in other countries stimulated increased regulatory interest (e.g., Parmalat in Italy ). Also see In addition to legislation
4028-463: The error "had no impact on the rating decision" and adding: In taking a longer term horizon of 10 years, the U.S. net general government debt level with the current assumptions would be $ 20.1 trillion (85% of 2021 GDP). With the original assumptions, the debt level was projected to be $ 22.1 trillion (93% of 2021 GDP). In 2013, the Justice Department charged Standard & Poor's with fraud in
4104-511: The existence and severity of governance deficiencies." On August 5, 2011, following enactment of the Budget Control Act of 2011 , S&P lowered the US's sovereign long-term credit rating from AAA to AA+. The press release sent with the decision said, in part: The United States Department of the Treasury , which had first called S&P's attention to its $ 2 trillion error in calculating
4180-421: The facilitates incorporation, many jurisdictions have some major regulatory devices that impact on corporate governance. This includes statutory laws concerned with the functioning of stock or securities markets (also see Security (finance) , consumer and competition ( antitrust ) laws, labour or employment laws, and environmental protection laws, which may also entail disclosure requirements. In addition to
4256-486: The first ever international standard , ISO 37000, was published as guidance for good governance. The guidance places emphasis on purpose which is at the heart of all organizations, i.e. a meaningful reason to exist. Values inform both the purpose and the way the purpose is achieved. Robert E. Wright argued in Corporation Nation (2014) that the governance of early U.S. corporations, of which over 20,000 existed by
4332-441: The idea that rational self-interest drives shareholders' governance goals. An example of a possible conflict between shareholders and upper management materializes through stock repurchases ( treasury stock ). Executives may have incentive to divert cash surpluses to buying treasury stock to support or increase the share price. However, that reduces the financial resources available to maintain or enhance profitable operations. As
4408-578: The immediate aftermath of the Wall Street Crash of 1929 legal scholars such as Adolf Augustus Berle , Edwin Dodd, and Gardiner C. Means pondered on the changing role of the modern corporation in society. From the Chicago school of economics , Ronald Coase introduced the notion of transaction costs into the understanding of why firms are founded and how they continue to behave. US economic expansion through
4484-688: The impact of corporate actions on People and Planet and takes the effects on corporate stakeholders into account. In the Dutch two-tier system, the Supervisory Board monitors and supervises the executive board in this respect. The UK has a single jurisdiction for incorporation . Also see United Kingdom company law Other significant legislation includes: The UK passed the Bribery Act in 2010. This law made it illegal to bribe either government or private citizens or make facilitating payments (i.e., payment to
4560-475: The inability of bad creditors to refinance. Investors who had trusted the AAA rating to mean that CDO were low-risk had purchased large amounts that later experienced staggering drops in value or could not be sold at any price . For example, institutional investors lost $ 125 million on $ 340.7 million worth of CDOs issued by Credit Suisse Group , despite being rated AAA by S&P. Companies pay S&P, Moody's, and Fitch to rate their debt issues. As
4636-415: The macro level focuses on the effect of a corporate governance system on economic efficiency , with a strong emphasis on shareholders' welfare. This has resulted in a literature focused on economic analysis. A comparative assessment of corporate governance principles and practices across countries was published by Aguilera and Jackson in 2011. Different models of corporate governance differ according to
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#17328588626264712-465: The need for founder centrism behaviour at board level to appropriately manage disruption. Corporations are created as legal persons by the laws and regulations of a particular jurisdiction. These may vary in many respects between countries, but a corporation's legal person status is fundamental to all jurisdictions and is conferred by statute. This allows the entity to hold property in its own right without reference to any real person. It also results in
4788-537: The now traditionally cozy relationships between the CEO and the board of directors (for example, by the unrestrained issuance of stock options, not infrequently back-dated ). In the early 2000s, the massive bankruptcies (and criminal malfeasance) of Enron and Worldcom , as well as lesser corporate scandals (such as those involving Adelphia Communications , AOL , Arthur Andersen , Global Crossing , and Tyco ) led to increased political interest in corporate governance. This
4864-522: The perpetual existence that characterizes the modern corporation. The statutory granting of corporate existence may arise from general purpose legislation (which is the general case) or from a statute to create a specific corporation. Now, the formation of business corporations in most jurisdictions requires government legislation that facilitates incorporation . This legislation is often in the form of Companies Act or Corporations Act , or similar. Country-specific regulatory devices are summarized below. It
4940-456: The publication by Henry Varnum Poor of History of Railroads and Canals in the United States . This book compiled comprehensive information about the financial and operational state of U.S. railroad companies. In 1868, Henry Varnum Poor established H.V. and H.W. Poor Co. with his son, Henry William Poor , and published two annually updated hardback guidebooks, Poor's Manual of the Railroads of
5016-614: The relational-structural view adopted by the Organisation for Economic Cooperation and Development ( OECD ) of "Corporate governance involves a set of relationships between a company's management, board, shareholders and stakeholders. Corporate governance also provides the structure and systems through which the company is directed and its objectives are set, and the means of attaining those objectives and monitoring performance are determined" (OECD 2023, p. 6). Examples of narrower definitions in particular contexts include: The firm itself
5092-424: The relative strength of a company's corporate governance practices. Corporate governance serves as investor protection against potential governance-related losses of value, or failure to create value. S&P developed criteria and methodology for assessing corporate governance. It started issuing Corporate Governance Scores (CGS) in 2000. CGS assessed companies' corporate governance practices. They were assigned at
5168-833: The request of the company being assessed, were non-public (although companies were free to disclose them to the public and sometimes did) and were limited to public U.S. corporations. In 2005, S&P stopped issuing CGS. S&P's Governance, Accountability, Management Metrics and Analysis (GAMMA) scores were designed for equity investors in emerging markets and focused on non-financial-risk assessment, and in particular, assessment of corporate governance risk. S&P discontinued providing stand-alone governance scores in 2011, "while continuing to incorporate governance analysis in global and local scale credit ratings". In November 2012, S&P published its criteria for evaluating insurers and non-financial enterprises' management and governance credit factors. These scores are not standalone, but rather
5244-553: The support of governments and international organizations. As a rule, compliance with these governance recommendations is not mandated by law, although the codes linked to stock exchange listing requirements may have a coercive effect. One of the most influential guidelines on corporate governance are the G20 / OECD Principles of Corporate Governance, first published as the OECD Principles in 1999, revised in 2004, in 2015 when endorsed by
5320-519: The ten-year deficit reduction under the Budget Control Act, commented, "The magnitude of this mistake – and the haste with which S&P changed its principal rationale for action when presented with this error – raise fundamental questions about the credibility and integrity of S&P's ratings action." The following day, S&P acknowledged in writing the US$ 2 trillion error in its calculations, saying
5396-486: The variety of capitalism in which they are embedded. The Anglo-American "model" tends to emphasize the interests of shareholders. The coordinated or multistakeholder model associated with Continental Europe and Japan also recognizes the interests of workers, managers, suppliers, customers, and the community. A related distinction is between market-oriented and network-oriented models of corporate governance. Some continental European countries, including Germany, Austria, and
5472-655: The wake of a series of high-profile corporate scandals, which cost investors billions of dollars. It established a series of requirements that affect corporate governance in the US and influenced similar laws in many other countries. SOX contained many other elements, but provided for several changes that are important to corporate governance practices: The U.S. passed the Foreign Corrupt Practices Act (FCPA) in 1977, with subsequent modifications. This law made it illegal to bribe government officials and required corporations to maintain adequate accounting controls. It
5548-504: The way a company is controlled—and this is the challenge of corporate governance. To solve the problem of governing upper management under multiple shareholders, corporate governance scholars have figured out that the straightforward solution of appointing one or more shareholders for governance is likely to lead to problems because of the information asymmetry it creates. Shareholders' meetings are necessary to arrange governance under multiple shareholders, and it has been proposed that this
5624-412: Was reflected in the passage of the Sarbanes–Oxley Act of 2002. Other triggers for continued interest in the corporate governance of organizations included the financial crisis of 2008/9 and the level of CEO pay. Some corporations have tried to burnish their ethical image by creating whistle-blower protections, such as anonymity. This varies significantly by justification, company and sector. In 1997
5700-535: Was set up by individuals centred around the ten largest pension funds in the world in 1995. The aim is to promote global corporate governance standards. The network is led by investors that manage $ 77 trillion US dollars, and members are located in fifty different countries. ICGN has developed a suite of global guidelines ranging from shareholder rights to business ethics. The World Business Council for Sustainable Development (WBCSD) has done work on corporate governance, particularly on accounting and reporting. In 2009,
5776-668: Was true and S&P also knew not to be true at the time made." In conclusion, Jagot found Standard & Poor's to be jointly liable along with ABN Amro and Local Government Financial Services Pty Ltd. In November 2009, ten months after launching an investigation, the European Commission (EC) formally charged S&P with abusing its position as the sole provider of international securities identification codes for United States of America securities by requiring European financial firms and data vendors to pay licensing fees for their use. "This behavior amounts to unfair pricing,"
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