Boards and Shareholders in European Listed Companies

Is European Corporate Governance really dysfunctional? An analysis of European reform proposals based on new, comparative evidence.

This volume analyses some of the main issues in European Corporate Governance. Its key features (empirical analysis based on new data of pivotal topics in CG; European viewpoint; development of clear policy implications from leading European experts) make it a reference point in both the academic and the policy debate.With contributions by distinguished scholars from legal and financial backgrounds, this collection of essays analyses four main topics in the corporate governance of European listed firms: (i) board structure, composition and functioning and their interaction with ownership structure; (ii) board remuneration; (iii) shareholder activism and (iv) corporate governance disclosure based on the 'comply or explain' approach. The authors provide new comparative evidence and analyse its implications for the policy debate. They challenge the conventional wisdom that corporate governance in European firms was systematically dysfunctional. While proposals aimed at increasing disclosure and accountability are usually well-grounded, caution is suggested when bringing forward regulatory changes with respect to proposals targeting specific governance arrangements, especially in the fields of board composition and shareholder activism. They argue that the 'comply or explain' principle should be retained and further efforts should be exercised to enhance disclosure.