4 At an academic conference, a debate took place on the implementation of corporate govern
developing countries. Professor James West from North America argued that one of the key needs for developing
countries was to implement rigorous systems of corporate governance to underpin investor confidence in businesses
in those countries. If they did not, he warned, there would be no lasting economic growth as potential foreign inward
investors would be discouraged from investing.
In reply, Professor Amy Leroi, herself from a developing country, reported that many developing countries are
discussing these issues at governmental level. One issue, she said, was about whether to adopt a rules-based or a
principles-based approach. She pointed to evidence highlighting a reduced number of small and medium sized initial
public offerings in New York compared to significant growth in London. She suggested that this change could be
attributed to the costs of complying with Sarbanes-Oxley in the United States and that over-regulation would be the
last thing that a developing country would need. She concluded that a principles-based approach, such as in the
United Kingdom, was preferable for developing countries.
Professor Leroi drew attention to an important section of the Sarbanes-Oxley Act to illustrate her point. The key
requirement of that section was to externally report on – and have attested (verified) – internal controls. This was, she
argued, far too ambitious for small and medium companies that tended to dominate the economies of developing
countries.
Professor West countered by saying that whilst Sarbanes-Oxley may have had some problems, it remained the case
that it regulated corporate governance in the ‘largest and most successful economy in the world’. He said that rules
will sometimes be hard to follow but that is no reason to abandon them in favour of what he referred to as ‘softer’
approaches.
(a) There are arguments for both rules and principles-based approaches to corporate governance.
Required:
(i) Describe the essential features of a rules-based approach to corporate governance; (3 marks)
In a rules-based jurisdiction, corporate governance provisions are legally binding and enforceable in law.
Non-compliance is punishable by fines or ultimately (in extremis) by delisting and director prosecutions.
There is limited latitude for interpretation of the provisions to match individual circumstances (‘one size fits all’). Some
have described this as a ‘box ticking’ exercise as companies seek to comply despite some provisions applying to their
individual circumstances more than others.
Investor confidence is underpinned by the quality of the legislation rather than the degree of compliance (which will be
total for the most part).
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