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In International Standardisation of Good Corporate Governance - Best Practices for the Board of Directors the Academy of Directors (AoD) presents a multidisciplinary approach for the governance of a company.
The AoD also aims to use the interaction between the academic and the business world to change the environment in which companies work. This task is realised in different ways: by conducting applied scientific research, creating a large pool of professional experience and networking within the AoD, confronting these research results with the practical experience of the members, publishing these results, and organising training programmes. The AoD therefore collaborates very closely with the academic world. The Vlerick School of Management was the co-founder of the AoD, together with a great number of national and international business partners. The foundation of the AoD goes back to the initiative of its president, Mr. L.H. Verbeke (Loeff Claeys Verbeke). He was convinced that the increasing international interest in corporate governance would also affect Belgian companies, but that there was a need for an `indigenous coherent' view of corporate governance. Being at the cross-roads of different cultures and languages and at the same time being a very open economy, Belgium could not simply copy another country's code on good corporate governance. Therefore the initiative was taken to set up a broad international overview of the best practices for the board of directors, which is presented in this volume.
This analysis is not only oriented towards the `famous' codes but aims to highlight as well the practical applications and problems faced in implementing these suggestions. Consequently special attention is given to the best practices for family businesses and medium-sized companies.

In International Standardisation of Good Corporate Governance - Best Practices for the Board of Directors the Academy of Directors (AoD) presents a multidisciplinary approach for the governance of a company.
The AoD also aims to use the interaction between the academic and the business world to change the environment in which companies work. This task is realised in different ways: by conducting applied scientific research, creating a large pool of professional experience and networking within the AoD, confronting these research results with the practical experience of the members, publishing these results, and organising training programmes. The AoD therefore collaborates very closely with the academic world. The Vlerick School of Management was the co-founder of the AoD, together with a great number of national and international business partners. The foundation of the AoD goes back to the initiative of its president, Mr. L.H. Verbeke (Loeff Claeys Verbeke). He was convinced that the increasing international interest in corporate governance would also affect Belgian companies, but that there was a need for an `indigenous coherent' view of corporate governance. Being at the cross-roads of different cultures and languages and at the same time being a very open economy, Belgium could not simply copy another country's code on good corporate governance. Therefore the initiative was taken to set up a broad international overview of the best practices for the board of directors, which is presented in this volume.
This analysis is not only oriented towards the `famous' codes but aims to highlight as well the practical applications and problems faced in implementing these suggestions. Consequently special attention is given to the best practices for family businesses and medium-sized companies.

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CONTENTS

INTRODUCTORY CONSIDERATIONS REGARDING THE RESEARCH METHODOLOGY = 1

SYNTHESIS AND FINAL CONCLUSIONS = 3

PART Ⅰ. CORPORATE GOVERNANCE : IN SEARCH OF THE CORRECT FRAME OF REFERENCE

 1. Standardisation regarding Corporate Governance? = 11

  1. Can the international codes be used to develop an own code? = 12

  2. What could be an ideal approach to the development of an own Corporate Governance code? = 12

 2. Corporate Governance : relevance of the debate = 15

  1. Mixed opinions about the importance of Corporate Governance = 15

  2. Evidence of the effects of good Corporate Governance = 17

 3. Corporate Governance : in search of a useful definition = 19

  1. Origin of the concept = 20

  2. Literature survey = 20

  3. Balancing the interests of the parties involved = 22

  4. Governance and the mission of the entreprise = 23

  5. Governance : deep geographical and historical differences = 24

 4. Corporate Governance in a historical perspective = 27

 5. Corporate Governance in a geographical perspective = 39

  1. The Anglo-Saxon versus the Rhineland model = 39

  2. The shareholders' versus the stakeholders' model = 40

  3. The outsider versus the insider model = 41

  4. Further differentiation of the Corporate Governance models = 42

 6. Systematising the relevant determining factors and optional issues regarding sound governance = 43

 7. Is there greater convergence between the different systems of Corporate Governance = 47

  1. Growing consensus on the need for more responsibilities = 47

  2. Converging Corporate Governance? = 48

  3. Convergence instead of extrapolation? = 49

PART Ⅱ. CORPORATE GOVERNANCE STANDARDS AND CODES : A COMPARATIVE INTERNATIONAL ANALYSIS

 8. Type of recommendations and enforceability = 53

  1. Standardisation regarding Corporate Governance : a dynamic and long-term process = 54

  2. Typology of recommendations in terms of enforceability = 54

  3. Degrees of freedom = 56

  4. Levels of justification = 56

  5. Proposals for an international approach = 57

  6. Search for the ideal balance = 57

 9. Management versus Board of Directors = 59

  1. Type of Board of Directors = 60

  2. CEO versus chairman of Board of Directors = 62

 10. Independence of directors = 65

  1. What is independence? = 66

  2. What is the ideal mix? How many independent directors? = 69

  3. What is the importance of independent directors? Why should a company need independent directors? = 71

  4. Is self-regulation enough or is it necessary to achieve fixed standards regarding independence? = 72

  5. Do independent directors form a necessary but insufficient condition or are they more an illusion or myth? = 73

 11. Other provisions concerning the composition of the Board of Directors = 75

  1. Size of the Board of Directors = 76

  2. Plea for a formal and independent selection and appointment process = 78

  3. Elements of the global profile of a Board of Directors = 80

  4. Elements of the individual profile of a director = 80

  5. Education and training = 81

  6. Limitations regarding the director's terms of office = 82

 12. An effective operation of the Board of Directors = 85

  1. Description of tasks = 86

  2. Procedures, organisation and operation of Board of Directors = 90

  3. Evaluation of Board of Directors = 92

  4. Number of meetings = 93

  5. What is on the agenda and who determines this? = 94

  6. Preparation of board meetings and information for directors = 95

  7. Remuneration of directors = 96

  8. Disclosure = 97

  9. Liability of directors = 99

 13. Committees within the Board of Directors = 101

  1. Basis principles which apply to all committees = 102

  2. Which committees and which tasks? = 103

  3. Who sits on these committees? = 106

  4. Frequency of meetings = 107

PART Ⅲ. DETAILED ANALYSIS OF TILE INTERNATIONAL COMPARISON OF THE CORPORATE GOVERNANCE CODES, STANDARDS AND RECOMMENDATIONS

 14. Background to sources = 111

 15. Type of recommendations and enforceability = 123

 16. Management versus Board of Directors = 131

  1. Type of Board of Directors = 131

  2. CEO versus chairman of the Board & Board of Directors without management = 134

 17. Independence of Directors = 141

  1. What is independence? = 141

  2. What is the ideal mix? How many independent directors? = 148

  3. What is the significance of independent directors? = 152

 18. Other provisions regarding the composition of the Board of Directors = 155

  1. Size of the Board of Directors = 155

  2. Selection, appointment and dismissal of directors = 158

  3. Selection profiles, identification and training of directors = 162

  4. Duration and number of offices, age limit and re-eligibility of directors = 168

  5. Special functions within the Board of Directors = 172

 19. Operation of the Board of Directors = 173

  1. Description of tasks = 173

  2. Procedures, organisation and operation of Board of Directors = 183

  3. Voting = 186

  4. Evaluation of operation of Board of Directors = 186

  5. Number of meetings = 188

  6. What is on the agenda and who defines this? = 190

  7. Preparation of board meetings and information for directors = 191

  8. Remuneration of directors = 194

  9. Dissemination of information and disclosure = 198

  10. Disclosure of directors' remuneration = 201

  11. Liability of directors = 204

 20. Committees within the Board of Directors = 205

  1. Which committees and which tasks? = 205

  2. Who sits on these committees? = 214

  3. Frequency of meetings = 218

APPENDIX : REFERENCES OF THE INTERNATIONAL COMPARISON OF CODES, STANDARDS AND RECOMMENDATIONS : ABBREVIATIONS = 219

BIBLIOGRAPICAL REFERENCES = 227

INDEX = 235