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Corporate governance broadly refers to the mechanisms, processes and relations by which corporations are controlled and directed.〔Shailer, Greg. ''An Introduction to Corporate Governance in Australia'', Pearson Education Australia, Sydney, 2004〕 Governance structures and principles identify the distribution of rights and responsibilities among different participants in the corporation (such as the board of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders) and includes the rules and procedures for making decisions in corporate affairs.〔The Corporate Governance of Iconic Executives, 87 Notre Dame Law Review 351 (2011), available at:http://ssrn.com/abstract=2040922〕 Corporate governance includes the processes through which corporations' objectives are set and pursued in the context of the social, regulatory and market environment. Governance mechanisms include monitoring the actions, policies, practices, and decisions of corporations, their agents, and affected stakeholders. Corporate governance practices are affected by attempts to align the interests of stakeholders.〔(【引用サイトリンク】url=http://www.oecd.org/daf/ca/oecdprinciplesofcorporategovernance.htm )〕〔Tricker, Adrian, ''Essentials for Board Directors: An A–Z Guide'', Bloomberg Press, New York, 2009, ISBN 978-1-57660-354-3〕 Interest in the corporate governance practices of modern corporations, particularly in relation to accountability, increased following the high-profile collapses of a number of large corporations during 2001–2002, most of which involved accounting fraud; and then again after the recent financial crisis in 2008. Corporate scandals of various forms have maintained public and political interest in the regulation of corporate governance. In the U.S., these include Enron and MCI Inc. (formerly WorldCom). Their demise is associated with the U.S. federal government passing the Sarbanes-Oxley Act in 2002, intending to restore public confidence in corporate governance. Comparable failures in Australia (HIH, One.Tel) are associated with the eventual passage of the CLERP 9 reforms.〔Lee, Janet & Shailer, Greg. The Effect of Board-Related Reforms on Investors Confidence. ''Australian Accounting Review'', 18(45) 2008: 123-134.〕 Similar corporate failures in other countries stimulated increased regulatory interest (e.g., Parmalat in Italy). ==Stakeholder interests== In contemporary business corporations, the main external stakeholder groups are shareholders, debtholders, trade creditors and suppliers, customers, and communities affected by the corporation's activities. Internal stakeholders are the board of directors, executives, and other employees. Much of the contemporary interest in corporate governance is concerned with mitigation of the conflicts of interests between stakeholders.〔Goergen, Marc, International Corporate Governance, (Prentice Hall 2012) ISBN 978-0-273-75125-0〕 In large firms where there is a separation of ownership and management and no controlling shareholder, the principal–agent issue arises between upper-management (the "agent") which may have very different interests, and by definition considerably more information, than shareholders (the "principals"). The danger arises that, rather than overseeing management on behalf of shareholders, the board of directors may become insulated from shareholders and beholden to management.〔Pay Without Performance – the Unfulfilled Promise of Executive Compensation by Lucian Bebchuk and Jesse Fried, Harvard University Press 2004, 15–17〕 This aspect is particularly present in contemporary public debates and developments in regulatory policy.〔 Ways of mitigating or preventing these conflicts of interests include the processes, customs, policies, laws, and institutions which have an impact on the way a company is controlled.〔(【引用サイトリンク】url=http://lexicon.ft.com/Term?term=corporate-governance )〕〔Cadbury, Adrian, ''Report of the Committee on the Financial Aspects of Corporate Governance'', Gee, London, December, 1992, p. 15〕 An important theme of governance is the nature and extent of corporate accountability. A related discussion at the macro level focuses on the impact of a corporate governance system on economic efficiency, with a strong emphasis on shareholders' welfare.〔Daines, Robert, and Michael Klausner, 2008 "corporate law, economic analysis of," ''The New Palgrave Dictionary of Economics'', 2nd Edition. (Abstract. )〕 This has resulted in a literature focussed on economic analysis.〔• Shleifer, Andrei, and Robert W. Vishny (1997). "A Survey of Corporate Governance," ''Journal of Finance'', 52(2), pp, (737–783. ) 〕〔• Oliver Hart (1989). "An Economist's Perspective on the Theory of the Firm," ''Columbia Law Review'', 89(7), pp. (1757–1774. ) 〕〔• Valentin Zelenyuk, and Vitaliy Zheka (2006). "Corporate Governance and Firm’s Efficiency: The Case of a Transitional Country, Ukraine," ''Journal of Productivity Analysis'', 25(1), pp. 143-157, ()〕 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「corporate governance」の詳細全文を読む スポンサード リンク
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