(c) Critically evaluate Vincent Viola’s view that corporate governance provisions should vary by country.(8 marks)

(c) Critically evaluate Vincent Viola’s view that corporate governance provisions should vary by country.

(8 marks)


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3 At a recent international meeting of business leaders, Seamus O’Brien said that multi-jurisdictional attempts toregulate corporate governance were futile because of differences in national culture. He drew particular attention tothe Organisation for Economic Co-operation and Development (OECD) and International Corporate GovernanceNetwork (ICGN) codes, saying that they were, ‘silly attempts to harmonise practice’. He said that in some countries,for example, there were ‘family reasons’ for making the chairman and chief executive the same person. In othercountries, he said, the separation of these roles seemed to work. Another delegate, Alliya Yongvanich, said that theroles of chief executive and chairman should always be separated because of what she called ‘accountability toshareholders’.One delegate, Vincent Viola, said that the right approach was to allow each country to set up its own corporategovernance provisions. He said that it was suitable for some countries to produce and abide by their own ‘verystructured’ corporate governance provisions, but in some other parts of the world, the local culture was to allow whathe called, ‘local interpretation of the rules’. He said that some cultures valued highly structured governance systemswhile others do not care as much.Required:(a) Explain the roles of the chairman in corporate governance. (5 marks)

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单选题请阅读 Passage 1, 完成第 21~25小题oPassage 1Europe is not a gender-equality heaven. In particular, the corporate workplace willnever be completely family-friendly until women are part of senior managementdecisions, and Europe ' s top corporate-governance positions remain overwhelminglymale. Indeed, women hold only 14 percentof positions on European corporate boards. The Europe Union is now consideringlegislation to compel corporate boards to maintain a certain proportion ofwomen-up to 60 percent. This proposedmandate was born of frustration. Last year,Europe Commission Vice President Viviane Reding issued a call to voluntaryaction. Reding invited corporations tosign up for gender balance goal of 40 percent female board membership. But her appeal was considered a failure: only24 companies took it up. Do we need quotas to ensure that women cancontinue to climb the corporate ladder fairly as they balance work and family?Personally, I don't likequotas, Reding said recently. But I like what the quotas do. Quotas get action: they open the way to equality and they break throughthe glass ceiling, according to Reding, a result seen in France and othercountries with legally binding provisions on placing women in top businesspositions. I understand Reding's reluctance-and herfrustration. I don't like quotas either;they run counter to my belief in meritocracy, governance by the capable. But, when one considers the obstacles toachieving the meritocratic ideal, it does look as if a fairer world must betemporarily ordered. After all, four decades of evidence has nowshown that corporations in Europe as well as the US are evading themeritocratic hiring and promotion of women to top positions-no matter how much soft pressure is put upon them. When women do break through to the summit ofcorporate power-as, for example, Sheryl Sandberg recently did at Facebook-theyattract massive attention precisely because they remain the exception to therule. Ifappropriate pubic policies were in place to help all women-whether CEOs ortheir children's caregivers-and all families, Sandberg would be no morenewsworthy than any other highly capable person living in a more just society.In the European corporate workplace, generallyAwomen take the leadBmen have the final sayCcorporate governance is overwhelmedDsenior management is family-friendly