A new compact for owners and directors. The Working Group on Corporate Governance.
The virtual demise of hostile takeovers and leveraged buyouts has not cooled the tensions over corporate governance. In congressional hearings, at annual meetings, and in proxy contests splashed across the business pages, senior executives and powerful shareholders continue to confront each other. The basic issues remain remarkably consistent. When do investors' legitimate needs for returns translate into destructive pressures on long-term corporate prosperity? What kinds of accountability do top managers owe shareholders in terms of strategic consultation and disclosure? What is the precise role of the board of directors as a management monitor and shareholder representative? More than a year ago, a working group of distinguished lawyers representing large public companies and leading institutional investors began a series of meetings to cut through the rancor. Their goal was to reach common ground on a set of principles that reconciles the tensions between owners and managers. Recently, the group agreed on a statement that all eight members endorsed. The statement, "A New Charter for Owners and Managers," deserves wide readership, scrutiny, and commentary. HBR is pleased the working group chose it as the exclusive forum to release its statement.
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