Corporate governance triangle in the post Sarbanes-Oxley period. Attitudes of three anchors: Executive management, independent directors, and long-term pension fund shareholders on issues of corporate governance.

摘要

This dissertation contrasts the attitudes and beliefs of corporate Chief Executive Officers, Independent Directors, and Public Pension Plan sponsors regarding contemporary issues and proposals to improve corporate governance practices. It examines questionnaire responses to a survey sent to the public pension fund members of the Council of Institutional Investors, and corporations randomly selected from the Standard & Poors 500 and Midcap 400 indexes.; This study examines the effect of Sarbanes-Oxley Act of 2002 and the asset growth of institutional investors on the advocacy of corporate governance reforms. It notes the contemporary corporate governance issues and uses the literature to predict the attitudes of the three anchors viz. CEOs, Independent Directors, and Public Pension Sponsors.; Though there have been studies of CEOs regarding their attitudes on a limited set of corporate governance issues, none has contrasted their attitudes with those of board members and institutional shareholders in the post Sarbanes-Oxley period.; Twenty-seven hypotheses are tested using nonparametric statistical techniques. A total of 156 (15.6%) responses were received. The response rate from Pension funds, CEOs, and Chairs of Audit Committees was 36.3%, 14%, and 11.8% respectively. The inclusion of open-ended questions provides an opportunity for readers to gain additional insights into the data.; Results indicate lower level of receptivity from independent directors to corporate governance proposals than was anticipated. In fact, in the governance triangle, the independent directors were far closer in their views to the CEOs than to the public pension sponsors. This divergence was further confirmed by the difference in their opinions about the important issues that they anticipate to handle in the next five years.