Creating Value Through Corporate Governance

Value and governance are such familiar words that we do not often enough reflect on their meanings in a specific situation. This paper will suggest: Value is in the eye of the beholder. The appearance of governance may be preferable to the real thing. In order better to understand value, we will work with a simple question – is it appropriate for a global investor to purchase common shares in Volkswagen? There are many kinds of shareholder, each with distinctive interests that are not always compatible with the interests of the other investors. A global investor is typically the trustee of a pension plan with the simple obligation to collateralise the pension promise by maximising the long–term value of trust assets. The beneficiaries of pension funds are not rich people. Fluctuations in market values are no longer primarily a question as to whether rich people are a bit richer or poorer, they are a question as to whether pensions will be paid to the roughly half of the population of the OECD world who have interests in employee benefit plans. This makes investment a matter of social and political concern. At the end of our trip through the mythology and prospects for adding value to corporate enterprises through effective governance, we come to a very simple conclusion. I bastardise a celebrated principal of physics to conclude that both in science and in business a watched particle behaves differently than one that is not watched. “An observed board behaves differently” and is more likely to generate value for corporate owners.