Chapter 20: Challenges to Corporate Governance

The governance of corporations in the United States is regulated primarily by the requirements contained in state corporation statutes.

To many traditional critics of business, the managements of large corporations are oligarchies, responsible to no one buy themselves.

California Public Employees' Retirement System(Calpers)
The Role of the outdie directors:

1.Adopt a more stringent definition of independent director.
2.The chairman should be an outside director
3.No director should serve on more than three boards
4.A formal program, in addition to the annual meeting, should be set for sharehoulders to communicate with directors.

There are many changes now occurring in corporate governance, both on a compulsory and on a voluntary basis. The evolutionary pattern, which has been the experience in the United States over the years, also mirrors the satus of the common law that governs much of business activity in the United States and United Kingdom.

source: Business and Government in the Global Marketplace (7 edition Murray L. Weidenbaum)