Corporate governance

There are three directions you could take on the first paper; 1) the explanation and history behind the corporate governance system in any country other than the United States, United Kingdom, Germany or Japan. Do some research and consider how they have developed their own unique approach to corporate governance given the culture, religion, tax code, legal structure and history of how their businesses developed. They might have modified one of the general structures of the above four countries or they may have taken off in their own direction. You want to think about how the governance structure originated and how it is applied in the country’s unique environment.

The second option you might consider is to discuss in detail the structure and role of the Board of Directors (you could certainly also look at the two-board system originating in Germany or the extremely large board structures from Japan and similar countries). Some Board committees are mandated by legislation via SEC requirements and some are unique to a firm’s history. Board composition has changed dramatically in the past few decades and is rapidly moving into the realm of being a “professional occupation” for board members. Just copying out of someone’s annual report is not enough; how has the Board evolved and what are their greatest challenges going forward?

The third possible topic involves executive incentives wherein you want to consider how we have arrived at the current styles and levels of executive compensation. How did the current systems develop, what do you see as changes going forward and how do you address the obvious dramatic increase in compensation inequality not only within a given firm but in comparison to many other countries. You would want to consider the role and methodology of “Say on Pay” provisions with your insights into its effectiveness in drawing shareholder attention to the gap between the executive suite and the people who actually do the work of the corporation. Just gasping at the current high levels of executive compensation or relying on “15 second sound bites” from some hysterical news broadcaster for information is not adequate–why are executives paid at the current levels and how did we get there?

Pick just ONE of these topics and try to keep it below 8 pages if possible since I get to read all of this great literature!