THE EUROPEAN CORPORATE GOVERNANCE RESEARCH FOUNDATION
During the past decade corporate governance has come into its own. Its importance and relevance have become self-evident and no longer require explanation or demonstration. Corporate governance practice does however need to be underpinned by thorough and credible scientific research if governments, companies or other institutions that are accountable to stakeholders are to avoid their decisions and actions being taken the basis of insufficient reflection or bias.
Over this same period, the European Corporate Governance Institute (“ECGI”), an international not-for-profit association, has become recognised worldwide as the prime promoter and disseminator of independent academic research of quality on corporate governance.
Through the initiative of ECGI directors and members, the European Corporate Governance Research Foundation (ECGRF) has been created. The principal aim of this Foundation, which was formally established in October 2013 and approved by Belgian Royal Decree the following month, is to provide sufficient funding in order that the ECGI can embark on a more ambitious and far-reaching programme of research activities with all the necessary resources and support that this requires.
The aim of the Foundation is to promote research on corporate governance. It will provide regular and long-term support to the European Corporate Governance Institute (ECGI) so as to:
- stimulate and reward the production of research studies and other academic work of excellence in corporate governance, by commissioning them or by awarding prizes;
- organise and disseminate research in corporate governance by means of conferences, publications and websites;
- award research fellowships to distinguished researchers in the field of corporate governance;
- promote and support research in corporate governance by the award of doctoral scholarships.
GOVERNANCE OF THE FOUNDATION
Governance of the Foundation
The ECGRF has been established under Belgian Law as an international not-for-profit Foundation. This legal vehicle is governed by its Articles of the Foundation: Deed of 11 October 2013. It was approved by Belgian Royal Decree on 26 November 2013. Future amendments to these articles must be approved by three-quarters of the Board of Trustees and two-thirds of the ECGI Board..
The governance structure is explained below. Founders, the Council of Patrons and members of the Board of Trustees can be viewed by scrolling further down to our Board of Trustees section.
Council of Patrons
Patrons of the Foundation are legal entities and/or individuals who have committed to funding the ECGRF (see Funding for details). Patrons are designated to the Council by the Board of Trustees with the concurring assent of the ECGI. Patrons automatically then become Patron Members of the ECGI. Patrons elect a chairman among their number and meet in Council upon a call from their chairman or his/her deputy. At a joint meeting held at least once a year between the Council, the Board of Trustees of the Foundation and the Board of Directors of the ECGI, the Council of Patrons may express its views and advice on the orientation of the activities of the Foundation and the ECGI. The Council of Patrons has the right to nominate up to one-third of the Board of Trustees of the Foundation.
The Board of Trustees
The Foundation is administered by its Board of Trustees which initially comprises some six members. This Board will co-opt additional members up to a minimum of 12 with the proviso that at least two-thirds are nominated by the ECGI and one-third at most by the Council of Patrons. Furthermore, at least one half of the Board shall comprise Research Members of the ECGI. Detailed rules governing terms of office, renewal of term, revocation of office and board replacements are explained in more detail in Article 7 of the Articles. The Board’s Chairman is nominated by the ECGI from amongst its Research Members. A Vice-Chairman is nominated by the Foundation’s Council of Patrons.
Budgets and Audit
Annual accounts for the year ending 31 December are audited by an external auditor. Together with a budget for the year then current, these are approved within the first three months of the new year. They are then filed with the National Bank of Belgium within 30 days of their approval. A copy is sent to the ECGI for information.
An external auditor is appointed, and the audit fee determined, by the Board of Trustees. The audit mandate may not exceed two years but is renewable.
BOARD OF TRUSTEES
Rector, University of Mannheim
Professor Erik Berglof
Director of the Institute of Global Affairs (IGA),
London School of Economics and Political Science (LSE)
ECGI Fellow (UK)
Professor Patrick Bolton
Barbara and David Zalaznick Professor of Business, Columbia Business School
ECGI Fellow (USA)
Ms Petra Hedengran
General Counsel & Managing Director,
Investor A.B. (Sweden)
Mr David Jackson
Company Secretary, BP p.l.c. (UK)