Does 'Best Practice' in Setting Executive Pay in the UK Encourage 'Good' Behaviour?

We examine how UK listed companies set executive pay, reviewing the implications of following best practice in corporate governance and examining how this can conflict with what shareholders and other stakeholders might perceive as good behaviour. We do this by considering current governance regulation in the light of interviews with protagonists in the debate, setting out the dilemmas faced by remuneration-setters, and showing how the processes they follow can lead to ethical conflicts. Current ?best? practice governing executive pay includes the use of market benchmarks to determine salary and bonus levels, significant levels of performance-related pay, the desire for executives to hold equity in their companies, the disclosure of total shareholder return compared to an index, and a perceived need for conformity, in order to grant legitimacy to policies. Whilst each of these may in some circumstances lead to good practice, each has the potential to cause dysfunctional behaviour in executives. Overall, we conclude that although best practice might drive good executive behaviour that coincides with the company?s and key stakeholders? objectives, there are many reasons why it should not

The Role of Corporate Governance in the IPO Process: a note

Corporate governance as a coherent notion and independent topic of academic and practitioner interest has developed rapidly in the last ten years. In particular, most countries have seen the publication of vast numbers of regulatory reports outlining best practice in handling the issues that arise from the increased prominence of the governance concept. Although a vast literature exists on the implications of an Initial Public Offering (IPO) for financial performance and ownership structure, few investigations have communicated directly with issuing firms and analysed the practical difficulties encountered on a day-to-day basis when a company decides to float. In particular, very few studies have sought to examine what corporate governance changes, if any, are made in the process. This note reports the findings of a questionnaire survey and a series of interviews with practitioners about the changes that are made before and after a sample of IPOs in the UK. Copyright Blackwell Publishing Ltd. 2004.