Fourth Edition

Corporate Governance

Principles, policies, and practices

Bob Tricker (Oxford University Press, 2009, 2012, 2015, 2109).
Also in Vietnamese

Throughout the 20th century, the focus had been on management. But where was the board of directors on the management organization chart? The twenty-first century, however, has seen corporate governance come centre stage, with the spotlights on the way power is exercised over corporate entities around the world.

My interest in boards and their behaviour was kindled in the 1970s, when I was Director of the Oxford Centre for Management Studies, subsequently to become Templeton College, and then part of the Saïd Business School, Oxford. The Management Centre was incorporated as a company limited by guarantee and its board of directors, called a Council, comprised heads of Oxford colleges and leaders of major British companies. Council members always outnumbered the academic staff.  Council’s divisive cliques, political power plays, and unpredictable interpersonal relations astounded me. This was not the behaviour of the classical organization theories, analytical decision making, and basic management concepts that we were teaching in the Management Centre.

It occurred to me that governance was different from management. The governance of corporate entities and the activities of their governing bodies was a subject that deserved study. A subsequent five-year Research Fellowship at Nuffield College, Oxford, led to a paper Perspectives on Corporate Governance: Intellectual Influences in the Exercise of Corporate Governance that was published in a 1983 collection of essays edited by Oxford’s Michael Earl.

Over 30 years later, that paper’s first sentence, which linked John Maynard Keynes, John Stuart Mill, and Karl Marx, seems unbearably pretentious. But the paper did manage to introduce the subject and the phrase ‘corporate governance’. It identified some issues that remain pertinent to this day: the structure of boards; the role of independent directors; the governance of complex groups; the board’s role in strategy formulation, policy-making, management supervision, and accountability; corporate regulation; and corporate social responsibility.

Bob Tricker