David F. Larcker and Brian Tayan have written an excellent article on the extreme importance of quality of governance processes and "contextual" aspects that affect them. Here's the introduction; you can download the entire article at the link below.
"Over the last few decades, researchers have taken a thorough and critical look at corporate governance from various perspectives. They have studied how legal, social, and market forces influence the control mechanisms that a company adopts to prevent or discourage self-interested behavior by management. They have examined the structure and operations of the board of directors. They have explored processes of governance systems, including strategy development and oversight, risk management, CEO succession planning, performance measurement, executive compensation, the external audit, and the consideration of mergers and acquisitions to determine the relation of each to governance quality and firm outcomes. The result is a vast research literature across many different disciplines that chronicles the association between corporate governance choices and the likelihood of future success or failure.
For the most part, the findings of this research literature are modest. Many observed structural features of corporate governance have little or no relation to governance quality. For example, there is little systematic evidence that it benefits a company to have an independent chairman; maintain fully independent audit, compensation, or nominating
and governance committees; restrict its audit firm from performing non-audit-related services; orgrant shareholders an advisory vote on compensation.
For other governance decisions—such as a decision to pay directors in cash or stock, or to award executives golden parachute severance payments—the research results are so mixed as to be effectively
inconclusive. While there is evidence that governance processes are critical to success—such as proper risk management or a workable CEO succession plan—it is the quality with which processes are designed and implemented rather than the mere presence of a program that determines whether they will be successful.
The lack of concrete evidence suggests that the current focus in corporate governance might be misdirected. Instead of debating features of corporate governance, more attention should be paid to contextual issues—a company’s leadership, culture, and specific situation. While these are more difficult to measure, they are also likely to have a far
greater impact on governance quality than one-sizefits- all structural requirements. To illustrate this, consider an issue that is hotly debated and often misunderstood: the debate whether to combine or separate the chairman and CEO roles."
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Download the full paper (click "download asset" at lower right)
http://bdti.mastertree.jp/f/u5tn82rf
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