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Who governs the corporates?

Bert Denton

It's a common assumption, in the US and abroad, that Americans believe they have the best financial system in the world and that it is the most open, the most progressive, and the best model for others to follow. But consider this statement from an American institutional investor. "You know, I really don't like the Vorstand-style of governance favoured in parts of Europe," he told Euromoney last month. "But maybe it does have some advantages over our system." His beef is simple: "The US CEO has become more and more the fox guarding the hen house," he explains. "And he is enriching himself and his executives in the process. More and more companies are being run for the benefit not of the shareholders but of the people running the firm."

These are two crucial issues: the CEO has become the overly dominant force on the board and his pay structure is part of the problem.

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