Title:
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A conceptual framework for reforming the corporate governance of Saudi publicly held companies : a comparative and analytical study from a legal perspective
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The term 'corporate governance' generally refers to the sets of mechanisms aimed at
ensuring that a firm, as a productive organization, is managed effectively in pursuit of
its objectives; its meaning has evolved over time often in response to corporate
failures or systems crises which have occurred internationally. Each crisis or major
corporate failure has, however, been attributable to incompetence, fraud and abuse
and consequently met by new strategies and tighter measures of governance. In this
process of continuing change, developed countries, in particular have established a
variety of laws, regulations, institutions and enforcement tools. The objectives of
these varied defensive methods are to align the interests of companies with greater
justice, accountability and transparency. Developing countries, including Saudi
Arabia, in comparison, have made far less effort to improve corporate governance
practices. The reasons have been generally associated with weak legal and regulatory
systems, poor banking practices, ineffective oversight by corporate boards of
directors and the apparent negligence of minority shareholders. Moreover, the
proven neglect by political leaders of corporate governance as a system of proper
measures and private companies' unawareness of the importance of good governance
for their profitability have further aggravated the situation.
It is exactly in this context that the present study aims to (i) explore the Saudi
approach to corporate governance, comparing it with those approaches found in the
US and the UK; (ii) evaluate the efforts made by the Saudi legal authorities to reform
the regulation of publicly held companies in Saudi Arabia; and (iii) provide solutions
and make recommendations believed to reform the Saudi system so that countries in
the Gulf region as well as other countries in similar situations, can benefit from the
Saudi experience.
The importance of this study stems from the fact that it represents the first attempt to
explore the Saudi system of corporate governance from a legal perspective, using
comparative and analytical approaches; in academic terms this has not been done
before.
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