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Contemporary discussions of corporate governance tend to refer to principles raised in three documents released since 1990: The Cadbury Report (UK, 1992), the Principles of Corporate Governance (OECD, 1999, 2004, 2015 and 2023), and the Sarbanes–Oxley Act of 2002 (US, 2002).
The Policy Governance approach was first developed in the 1970s by John Carver who has registered the term as a service mark in order to control accurate description of the model. [1] The model is available for all to use without royalties or license fees and has been adopted by commercial, nonprofit, and public sector organizations.
The first documented use of the word "corporate governance" is by Richard Eells (1960, p. 108) to denote "the structure and functioning of the corporate polity". The "corporate government" concept itself is older and was already used in finance textbooks at the beginning of the 20th century (Becht, Bolton, Röell 2004).
Governance structure is often used interchangeably with governance framework as they both refer to the structure of the governance of the organization. [2] Governance frameworks structure and delineate power and the governing or management roles in an organization. [1] They also set rules, procedures, and other informational guidelines. [3]
Carver's model clarifies the separation by having the board explicitly state the board's and CEO's jobs in a set of written policies (hence the name Policy Governance). This set of policies is divided into four types. One is the organization's goals (or Ends), and three are about the means the board and CEO employ to attain those ends.
There are two main models of corporate governance, (i) the shareholder model, which prioritizes the return on investment for investors, and (ii) the stakeholder model that also emphasizes a responsibility towards other groups and wider considerations. [10]
Robert Ian (Bob) Tricker (born 1933) [1] is an expert in corporate governance who wrote the first book to use the title corporate governance in 1984, [2] based on his research at Nuffield College, Oxford. He was also the founder-editor of the research journal Corporate Governance: An International Review (1993). [3]
Governance in this context can apply to corporate, international, national, or local governance [1] as well as the interactions between other sectors of society. The concept of "good governance" thus emerges as a model to compare ineffective economies or political bodies with viable economies and political bodies. [2]
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