Le Corporate Governance : un incontournable pour les entreprises !

Alon Bebchuk et Robert J. Jackson Jr viennent de publier un texte intéressant intitulé : « The Rise of Corporate Governance » (3 février 2017). Cette étude démontre que la gouvernance d’entreprise est devenue centrale pour les entreprises…

In a recent study, The Rise of Corporate Governance, we put forward and apply a quantitative metric for assessing the increase in the importance of and attention to corporate governance over the past two décades.

In particular, we study the universe of annual proxy statements issued by S&P 500 companies. The annual proxy statement is the critical document that public companies issue to report to shareholders on all matters that the SEC has deemed important for shareholders to know about when making voting decisions at the annual meeting. We begin our analysis in 1994 because this was the year in which the SEC Edgar website started to make all public filings available in an electronic form. Using a Python program, we were able to review the vast number of proxy statements issued by S&P 500 companies during this period.

We document a dramatic increase in the use of the term governance. (We also obtain similar findings for the term corporate governance.) The percentage of companies that use the term governance increased from below 20% to close to 100%. Furthermore, among companies using the term, the average number of mentions per page increased eightfold—from 0.10 to 0.82. The dramatic increase that we document was concentrated during 1994–2004 – with especially steep increases in 2003 and 2004 after the 2002 passage of the Sarbanes-Oxley legislation following the Enron and Worldcom scandals – and the use of governance terms has remained at a high level since then.

We conclude by suggesting three alternative explanations for the documented rise in governance discourse by public companies. We discuss the different implications that each explanation has for the quality of corporate governance arrangements in place. We also identify testable predictions that would enable researchers using our metric to test and distinguish among these explanations.

À la prochaine…

Ivan Tchotourian

Ce contenu a été mis à jour le 8 février 2017 à 12 h 13 min.