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Was ist Data Governance? In a rapidly changing business environment disrupted by increased regulatory reforms, digitalisation, societal demands, capital... A series of blog posts about how changes in culture and technology are reshaping what managers do. Director confidentiality is not inconsistent with engagement pursuant to the New Paradigm. While there has been a trend to establish stock-based compensation programs for directors, the form of such programs should be carefully considered to ensure that they do not create the wrong types of incentives for directors. In addition, each director should comport himself or herself with integrity, character and professionalism and exercise sound judgment. While the New Paradigm does not require legislative or regulatory reforms, it will be critical that any such reform proposals are carefully monitored and reviewed to understand their impact on long-term investment and the broader economy so that they do not exacerbate the problems of short-termism. In particular, the integrity and dedication of the CEO is vital to enabling the board to meet all of its responsibilities and, in large measure, the fate of each of the board and the CEO is in the hands of the other. The committees should have the authority to retain consultants and advisors. In the New Paradigm, it is important to have the right directors in the boardroom, both individually and collectively. If an investor feels that the board of a corporation would be strengthened by adding an independent director, it should engage with the corporation to suggest a candidate to be considered by the nominating committee. Disagreement between stakeholders is best resolved in a transparent and respectful manner, de-escalating conflictual stances wherever possible. Determine Appropriate Frequency and Agenda of Executive Sessions. Indeed, the wheels have already been set in motion, with a variety of regulatory reforms being actively considered across jurisdictions. Corporations and investors should work together to ensure that rules and laws promote, or at least do not deter, long-term investment, and equally importantly, corporations and investors should band together to resist legislation and regulation that may discourage long-term investment or that presumes that the long-term health of society is not aligned with the long-term interests of business. The corporation should structure new-director-orientation programs to enable directors to gain insight into the corporation’s business, strategy and risk profile, as well as ongoing director development and training to help directors keep abreast of industry- and corporation-specific developments and specialized issues. A director’s personality, leadership style, communication style and existing business, civic and philanthropic relationships should be considered when anticipating how a new director will affect overall board dynamics. The fourth myth is that digital transformation is only about technology. One of the key themes of the governance activism agenda has been advocacy of boards consisting almost exclusively of independent directors as well as increasingly narrow standards of independence for directors. 1This paper was prepared by Martin Lipton, Steven A. Rosenblum, Sabastian V. Niles, Sara J. Lewis and Kisho Watanabe at Wachtell Lipton Rosen & Katz in coordination with Michael Drexler, Head of Investors Industries, World Economic Forum(go back), Speech by Theresa May, launching her national campaign to become Leader of the Conservative Party and Prime Minister of the United Kingdom, delivered July 11, 2016, G20/OECD Principles of Corporate Governance, dated November 30, 2015, Long-Term Value Summit Discussion Report, Focusing Capital on the Long Term, dated March 10, 2015, Draft ICGN Global Stewardship Principles, dated June 27, 2016, Report of the Commission on Inclusive Prosperity, Lawrence H. Summers and Ed Balls, Center for American Progress, dated January 15, 2015, Corporate Law and Economic Stagnation, Pavlos E. Masouros, dated 2013, Focusing Capital on the Long Term, Dominic Barton and Mark Wiseman, Harvard Business Review, January-February 2014 Issue, The Kay Review of UK Equity Markets and Long-Term Decision Making, dated July 2012, The Case For and Against Activist Hedge Funds, Yvan Allaire, Institute for Governance of Private and Public Organizations, dated December 27, 2014, Hedge Fund Activism and their Long Term Consequences: Unanswered Questions to Bebchuk, Brav and Jiang, Yvan Allaire and Francois Dauphin, Institute for Governance of Private and Public Organizations, dated August 2014, “Activist” Hedge Funds: Creators of Lasting Wealth? Incentivizing a continuing short-term focus lowers future output, reduces long-term competiveness, and diminishes future worker productivity and the higher wages that it can bring… . Unter dem verkürzten Schlagwort „Product Governance“ finden sich in der MiFID II zahlreiche Vorgaben für Finanzinstrumente beziehungsweise strukturierte Einlagen. Manage Risk Effectively. An investor should support a corporation in pursuing strategies for long-term growth and value creation, including with respect to the corporation’s development of strategies that promote long-term investment, value human capital, appropriately integrate ESG/CSR factors into long-term strategy and implement compensation structures that encourage and reward executives for long-term value creation. An investor’s support should be expressed through constructive engagement, public expressions of support, and voting in favor of management proposals. Collegiality. He shared a definition of VUCA from West Point where it describes a leadership stance. Good Governance wird häufig mit "gute Regierungsführung", "gute Staatsführung" oder auch "verantwortungsvolle Regierungsführung" übersetzt. Moreover, directors generally owe a broad legal duty of confidentiality to the corporation with respect to information they learn about the corporation in the course of their duties. Global governance brings together diverse actors to coordinate collective action at the level of the planet. I presented The New Paradigm at the August 2016 meeting of the IBC and it was unanimously approved by those in attendance. Finally, Professor José Luis Álvarez, Academic Director of the INSEAD Corporate Governance Centre, shared a preview of his findings from a recent report on board renewal. As a result, some of the critical questions that boards need to confront are: What transforms the business environment today? Die IT-Governance ist ein wesentlicher Bestandteil der Unternehmensführung und liegt in der Verantwortung des Managements. The board and its committees should periodically review bylaws, corporate governance guidelines, committee charters, codes of conduct and other governance policies and tailor them to promote effective board functioning. At its core, the New Paradigm is a simple quid pro quo that recalibrates the relationship between public corporations and their major institutional investors. The purpose of such engagement is for investors to delve beyond check-the-box-governance mandates and quarterly or annual financial metrics in order to develop a more nuanced understanding of a corporation’s governance and long-term business strategy. The enabling factors of corporate social responsibility, quality employment, and human capital are important levers against the dangers of rising inequality and political tensions. This post includes the text of two recent publications prepared by Mr. Lipton for the International Business Council of the World Economic Forum: The New Paradigm: A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth, as well as The Compact for Responsive and Responsible Leadership: A Roadmap for Sustainable Long-Term Growth and Opportunity. Government can therefore be seen as one of the institutions in governance; it is possible to have governance without government. While the New Paradigm should be available to all corporations, it is recognized that the engagement condition may limit it to the larger listed corporations and the larger investors. The Policy Governance approach was first developed in the 1970s by John Carver who has registered the term as a service mark in order to … The Sustainable Development Goals offer a useful roadmap for such alignment. Agency theory argues that the goal of the agent is different from that of the principals, and they are conflicting (Johnson, Daily, & Ellstrand, 1996). How board members learn was one question in the 2018 Boardroom Digital Transformation Survey presented by INSEAD Professor Andrew Shipilov. In this sense, there should be a natural alignment of interests: effective stewardship should benefit companies, investors and the economy as a whole. The corporation must manage a host of complex business, financial, legal and other risks that require vigilance, technical expertise and resources. The introduction of new tools for open collaboration in the public domain is rapidly changing the way collaborative action is organized. Context, we hope that the most important ( yet often underemphasized consideration. Der definition des Begriffes digital governance zu nähern, bedarf es vorerst einer Betrachtung der Begrifflichkeiten sowie! 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