GOVERNANCE FRAMEWORK Project governance is the management framework within which project decisions ar e made.

Project governance is a critical element of any project since while the accountabilities and responsibilities associated with an organization s business as usual activities are laid down in their organizational governance arrangements, seldom does an equivalent framework exist to govern the development of its capit al investments (projects). For instance, the organization chart provides a good indication of who in the organization is responsible for any particular operatio nal activity the organization conducts. But unless an organization has specifica lly developed a project governance policy, no such chart is likely to exist for project development activity. Therefore, the role of project governance is to provide a decision making framew ork that is logical, robust and repeatable to govern an organization s capital inves tments. In this way, an organization will have a structured approach to conducti ng both its business as usual activities and its business change, or project, ac tivities. GOVERNANCE PRINCIPLES Corporate governance is "the system by which companies are directed and controll ed".[1] It involves regulatory and market mechanisms, and the roles and relation ships between a company s management, its board, its shareholders and other stakehol ders, and the goals for which the corporation is governed.[2][3] In contemporary business corporations, the main external stakeholder groups are shareholders, d ebtholders, trade creditors, suppliers, customers and communities affected by th e corporation's activities[4]. Internal stakeholders are the board of directors, executives, and other employees. Much of the contemporary interest in corporate governance is concerned with miti gation of the conflicts of interests between stakeholders. Ways of mitigating or preventing these conflicts of interests include the processes, customs, policie s, laws, and institutions which have impact on the way a company is controlled.[ 5][6] An important theme of corporate governance is the nature and extent of acc ountability of people in the business. There has been renewed interest in the corporate governance practices of modern corporations, particularly in relation to accountability, since the high-profile collapses of a number of large corporations during 2001-2002, most of which inv olved accounting fraud[12]. Corporate scandals of various forms have maintained public and political interest in the regulation of corporate governance LEGAL / REGULATORY GOVERNANCE Over half a century ago, the New Deal signified a paradigm shift in the American polity. Under the mandate of relief, recovery, and reform, the modern regulator y administrative state was created. At the beginning of the twenty-first century , a new paradigm is emerging that ties together recent developments in the polit ical-economy with advances in legal and democratic theory. This article introduc es the new vision as a shift from the traditional New Deal Regulatory model to a Renew Deal Governance model. The article both asserts the emergence of a new mo del and critically explores the interplay among its various elements. It unpacks the widespread claims of newness in the field of law, asking why legal projects seek to be innovative and to what they respond. At the same time, it offers a c omprehensive map for understanding renewal projects collectively, including the internal competition among the possible meanings and interpretations of the emer ging paradigm. Integrating into a unified framework central works at the micro-l evel of doctrine, at the macro-level of administrative and constitutional law, a nd at the meta-level of jurisprudence, the article explores the possibility of r enewal through adoption of a new legal model. Through both theoretical inquiry a nd case study, the article describes the organizing principles of the governance model, which consist of increased participation of non-state actors, public/pri vate collaboration, diversity and competition, decentralization and subsidiarity , integration of policy domains, flexibility and non-coerciveness (soft law), ad

aptability and learning, and finally, legal orchestration. These features are cl osely analyzed in three leading domains of governance - new workplace policies, civic environmentalism, and cyber democracy. The article argues that new governa nce is purposely and ingeniously designed as a school of theoretical and practic al hybridization, drawing together elements from rival schools of thought and cr itical insights concerning both regulatory and market failures. Through the prag matic synthesis of legal approaches, the governance model confronts the false di lemma of centralized regulation and deregulatory devolution. The article conclud es with a discussion of the normative challenges that are evoked in the nascent governance regime of the twenty-first century, and suggests ways in which democr acy, accountability, and legitimacy are advanced in the Renew Deal Era. CODES OF BEST PRACTICE This article examines the mechanisms underlying the worldwide diffusion of organ izational practices. We suggest that the two main theoretical explanations in th e diffusion literature, efficiency and legitimation, can be complementary. More specifically, we argue that endogenous forces seek to enhance the efficiency of existing systems, while exogenous forces seek to increase legitimation. To asses s our argument, we explore the worldwide diffusion of codes of good governance. These codes are a set of best practice recommendations regarding the behaviour and str ucture of a firm s board of directors issued to compensate for deficiencies in a cou ntry s corporate governance system regarding the protection of shareholders rights. We have collected data on codes of good governance for 49 countries. We operational ize efficiency needs in terms of the characteristics of shareholder protection, and legitimation pressures in terms of government liberalization, economic openn ess, and presence of foreign institutional investors. Our analysis supports the argument that both efficiency needs and legitimation pressures lead to code adop tion. In addition, our empirical results show that countries with legal systems with strong shareholder protection rights tend to be more prone to develop codes , possibly for efficiency reasons. This article contributes to organization theo ry by illustrating that he diffusion of codes fosters both cross-national corpor ate governance convergence as well as some degree of country hybridization, part icularly depending on the type of code issuer. STAKEHOLDER RELATIONS Academics and business executives are frustrated because of the ambiguous result s in research into boards of directors. This article criticises mainstream resea rch about directors and presents the results of a study, conducted in a Scandina vian research tradition. This study shows how interactions between the board and external and internal stakeholders influence board roles and how trust and emot ions affect the effectiveness of the board. A new model for board activities is introduced and the implications for research and practice are discussed. This article presents a study of corporate-stakeholder relationships using an em pirical technique called Data Envelopment Analysis (DEA) to assess company "best practices" with respect to five primary stakeholders at an industry level of an alysis. Five key stakeholder domains are considered: community relations, employ ee relations, environment, customer (product category), and stockholders (financ ial performance). These data reflect the relationships between companies and the se five primary stakeholders; these relationships are considered to be important elements of corporate social performance. About 15% of companies, on average, a re found to be operating at the multidimensional "best practices frontier" that DEA establishes. Differences in treatment of stakeholders within industries and between industries are observed. SELF REGULATION This paper studies The Netherlands' private sector self-regulation initiative ( The Peters Committee ) to improve corporate governance practices. We examine the relatio n between firm value and corporate governance characteristics before and after t he private sector initiative. We find the initiative had no effect on corporate

governance characteristics or their relationship with firm value. Event study re sults suggest the market was sceptical about the success of self-regulation of c orporate governance practices in The Netherlands. Our results on The Netherlands self-regulation initiative suggest little should be expected from initiatives that rely on monit oring without enforcement (e.g., similar or weaker initiatives in other European Union (EU) countries). Market forces has always been in success for promoting investor interests through self-regulation. Corporate governance is a complex mechanism design problem that is both economic and legal/political based. As suc h there is great interest in whether (and when) market forces alone are sufficient to pr ompt change, and whether (and when) additional legal/political actions are required t o write and enforce contracts between the owners and managers of capital. ETHICAL STANDARDS RISK MANAGEMENT Strategic riskmanagement is an increasing concern for both boards and senior exe cutives. Many recent business failures are due to senior level misjudgement and mismanagement of risk, the consequences of which can range from embarrassment to serious setback to bankruptcy. Ineffective riskmanagement puts otherwise strong business models in jeopardy. Here we present CLASS (Culture, Leadership, Alignm ent, Systems, and Structure), an integrated, five-element model of corporategove rnance. We identify how attending to the elements in this framework supports dev elopment of an integrated and robust approach to corporaterisk, and helps senior executives anticipate and handle the complexities of risk inherent in meeting s trategic objectives. In recent years there has been a surge in corporate governance reform around the world. On the African continent this phenomenon is evident in the number of nat ional corporate governance reports that have been produced. This article analyze s these national codes of corporate governance in Africa to determine how the re lationship between corporate governance and business ethics is being perceived. The article commences by providing a background to the corporate governance refo rm process that still is in the making in Africa. It then explores the relation between corporate governance and business ethics by looking at various aspects o f corporate governance that might have an impact on how business ethics is being perceived and practiced. Finally new corporate governance developments that pot entially might have an impact on the prominence and practice of business ethics are reviewed.