Review: International Corporate Governance

International Corporate Governance stands out as textbook that looks at the topic from a truly global standard. Author Marc Goergen first came to my attention in the 1990s as a member of the European Corporate Governance Network (ECGN), since renamed the European Corporate Governance Institute (ECGI). He brings both breadth and depth to a wide range of topics presented in lay terms.

I agree with Goergen’s bias; “diversity is not necessarily bad… no single system of corporate governance is infallible.” Intelligent readers of his book will be in a good position to pick and choose from among best practices that can be worked into their own company’s regulatory framework or to lobby to change that framework. The book might be especially helpful to students in the UK and US who want an international perspective, since corporate governance frameworks in countries outside these spheres tend to be quite different, with dominant shareowners.

The book does a good job of covering principal-agent theory and a better job with regard to emerging behavioral issues than can be found in most US textbooks but excels at not only describing various taxonomies used internationally but in discussing distinctive features, context, advantages and shortcomings.

Especially important to US students of corporate governance might be Goergen’s discussion of stakeholder and sustainability issues, since the US lags in these areas. See, for example, Singapore’s recently announced revised Code of Corporate Governance embedding stakeholder, sustainability and other concerns into the fiduciary duties of boards.

Of course, the book also offers valuable advice to those in “emerging markets,” specifically what individual companies can do to improve access to outside capital through cross-listing and taking other measures to reduce risks for minority shareowners.

The book includes expected learning outcomes, extensive use of tables and charts, reading lists, discussion questions, exercises and a helpful glossary. Although written primarily for students, directors and investors would also greatly benefit from the knowledge and insights Goergen instills in his readers.



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