3. MATERIAL Y MÉTODOS
3.2. OBTENCIÓN DE DATOS 1
3.3.2. Procesado de la información LiDAR aérea 2
The word 'governance' comes from the old French word 'governance' , which means control and the state of being governed (Farrar, 200 1 : 3) . In the public sector, the World Bank ( 1 992: 1) deSCribes governance as 'the manner in which power is exercised in the management of a country's economic and social resources for development'. Kaufmann, Kraay, and Zoido-Lobat6n (1999) define governance 'as the tradition and institutions by which authority in a country is exercised. ' It implies structures and processes for determining use of available resources for public goods (Tandon, 1 999). It involves monitoring and overseeing strategic direction, socio-economic and cultural contexts, externalities, and the constituencies of the institution (Mehra. 2002).
20 It is w orth t o note that the agency relati onship between principals and the agents can c over vari ous relati onships, such as the c ompany and its managers. the c ompany and its credit or, the c ompany and its empl oyees, and the c ompany's
Good governance is about both achieving desired results and achieving them in the right way (Institute on Governance, 2005) . It equals 'sound development management' (World Bank, 1 992: 1). The United Nations ( 1 997) published a list of characteristics of good governance. They include:
• Participation: providing all men and women with a voice in decision making
• Transparency: built on the free flow of information
• Responsiveness: of institutions and processes to stakeholders • Consensus orientation: differing interests are mediated to reach a
broad consensus on what is in the general interest
• Equity: all men and women have opportunities to become involved • Effectiveness and efficiency: processes and institutions produce
results that meet needs while making the best use of resources • Accountability: of deCision-makers to stakeholders
• Strategic vision: leaders and the public have a broad and long term perspective on good governance and human development, along with a sense of what is needed for such development. There is also an understanding of the historical, cultural and social complexities in which that perspective is grounded. [Source: 'Governance and Sustainable Human Development', United Nations Development Programme, 1997 . )
I n the business setting, the term o f 'corporate governance', according to Farrar (200 1 : 3) , was used for the first time in 1 962 by Richard Eells of Columbia BUSiness School in his book The Government of Corporations. To date, the term has become a popular term amongst various groups from academics, mass media, and politiCians to the general public, as they endeavour to deal with so many corporate failures. The debate covers many aspects of corporate governance from the board structure, the market or network-based models to the value of shareholders or stakeholders.
As a concept, corporate governance has only recently emerged as a body of knowledge (Iskander and Chamlou , 2000: 3) and become a subject
for serious academic and professional study and writing (Tricker, 1994: xi) . This has essentially taken place since the world witnessed the incidence of so many corporate breakdowns. Since the concept is new, it is not surprising if there appears to be no universally accepted definition of corporate governance; 'It means different things to different people (Kendall and Kendal, 998: 1 8) . I t can be referred to as ' a system' (Cadbury Committee, 1 992), 'a set of provisions' (Scott, 1 998) , 'a set of methods' (Shleifer and Vishny, 1 997) , 'control of corporations and systems of accountability' (Farrar, 200 1 : 3) , or simply 'the rules of the game' (Gan, Lee and Hoon, 200 1 : 3) . In addition, some think that corporate governance is an 'end' of organizational operation (Kilmister, 1 989) , while others assert that it is a 'means' rather than an 'end' (The Hampel Committee cited in
Smerdon, 1 998: 3) .
The agency theory of corporate governance, in a narrow meaning, attempts to solve or alleviate the agency problem, commonly referred to as the prinCipal-agent problem. As Iskander and Chamlou (2000: 3) stated:
The problem . . . grows out of the separation of ownership and control and of corporate outsiders and insiders. In the absence of the protections that good governance supplies, asymmetries of information and difficulties of monitoring means that capital providers who lack control over corporation will find it risky and costly to protect themselves from the opportunistic behavior of managers or controlling shareholders.
In line with this, it is essential to ensure that corporate actions, assets and agents are directed to achieving the corporate objectives established by the company's shareholders (Elaine Sternberg, 1 998: 20
cited in Gregg, 200 1 : 14). Shleifer and Vishny ( 1 997: 737) state:
[C]orporate governance deals with the ways in which suppliers of finance to corporations assure themselves of getting a return on their investment. How do the suppliers of finance get managers to return some of the profits to them? How do they make sure that managers do not steal the capital they supply or invest it in bad projects? How do suppliers of finance control managers?
From the stakeholders view, Blair ( 1 995: 3) says:
[TJhe central problem in any corporate governance system is how to make corporate executives accountable to the other contributors to the enterprise whose investment are at risk, while still giving those executives the freedom, the incentives, and the control over resources they need to create and seize investment opportunities and to be tough competitors.
According to H art ( 1 995: 678) . corporate governance issues arise whenever two conditions are present. Firstly, there has to be an agency problem, or conflict of interest, involving members of the organisation: the owners, managers, workers or consumers. Secondly, transaction costs are such that this agency problem cannot be dealt with through a contract. Transaction costs are 'the costs of formulating, monitoring and enforcing of relationships based on written or unwritten contracts within markets and hierarchies' (Gay, 2002: 4 1) . Good corporate governance is concerned with ' . . . correctly motivating managerial behaviour towards improving the business and directly controlling the behaviour of managers' (Keasey and Wright, 1 997: 2).
The Cadbury Committee put an emphasis on the financial aspects of corporate governance and provided a definition that stressed the importance of the internal control mechanism of company corporate governance, the Board of Directors. The Committee's objectives are to strengthen the unitary board system and to increase its effectiveness (Cadbury Committee, 1 992). According to the Cadbury Committee:
Corporate governance is the system by which companies are directed and controlled . Boards of directors are responsible for the governance of their companies. The shareholders' role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance structure is in place. The responsibilities of the board include setting the company's strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship. The board's actions are subject to laws, regulations and the shareholders in general meeting.
There are many others who share a similar view with the OECD and the Cadbury Committee which focus on the micro perspective of corporate governance, that is the relationship between the three major participants in a company, shareholders, directors and management, that constitute 'the governance tripod'. Monks and Minow (200 1 : 1) depict this relationship in their definition of corporate governance. They define corporate governance ' . . . is the relationship among various participants in determining the direction and performance of corporations. The primary participants are ( 1 ) the shareholders, (2) the management, and (3) the Board of Directors.'
Others, who approach corporate governance with a much broader perspective, consider other factors such as legal, culture and environment in their definition on corporate governance system. Blair ( 1 995: 3), for example, defines corporate governance as:
[T]he whole set of legal, cultural, and institutional arrangements that determine what publicly traded corporations can do , who controls them, how that control is exercised, and how the risk and returns from the activities they undertake are allocated.
In this respect, Blair ( 1 995) suggests that it is useful to approach corporate governance issues with an understanding of a whole range of aspects which come from various subjects such as company law, corporate finance, and organisational theory rather than treating each subject separately. Weimer and Pape ( 1997: 1 52) , who studied corporate governance at the level of countries, defme corporate governance as 'a more-or-Iess country-specific framework of legal, institutional and cultural factors shaping the patterns of influence that stakeholders . . . exert on managerial decision making'. They argue that their definition allows them to approach of governance issues from different theoretical angles (e.g. economic, sociological and psychological) . Lipton and Rosenblum ( 1 99 1 :
197 cited in Gregg, 200 1 : 1 4) use the term corporate governance to describe 'the creation of a healthy economy through the development of business operations that operate for the long term and compete successfully in the world economy.
The OECD definition is probably the one which provides a synthesis of all these views on corporate governance. The OECD recognises the other parties interested in the affairs of the company, the stakeholders. The
OECD ( 1 999) defines corporate governance as:
[T]he system by which business corporations are directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among different partiCipants in the corporation, such as, the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making deCisions on corporate affairs. By doing this, it also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance.
The various perspectives on corporate governance somewhat show that, 'no one in the real world knows exactly what it means, or how if at all, it should be incorporated into a company's strategy' (Kendall and Kendall, 1 998:
xv).
As argued by Turnbull (200 1 : 4) , 'there are no agreed definitions or boundaries for defining or investigating corporate governance'. This is evidently associated with the complexity of corporate governance issues and the various approaches that can be chosen. Kakabadse and Kakabadse (200 1 ) observed that the literature is fragmented due to the different disciplinary backgrounds-sociology, finance/ economics, organisational theory, law-leading to different terminology and operationalisation of similar concepts. Moreover, according to Kakabadse and Kakabadse (200 1 ) , most empirical research is not theory driven and, of those that are, most are focused on structural dimensions of the board, with only speculative inference of board behaviour. Likewise, the impact of interconnected aspects that contribute to the differences in the corporate governance systems around the world like the economic and political environment, history, culture, and legal systems that differ from country to country-has been conSiderably ignored. For example, in the USA, finanCial institutions such as banks and insurance companies have a very limited power, thus they have not played a significant role in corporate governance. In contrast, in Germany andJapan, a different political climate has allowed financial institutions to become involved in corporate governance (see AlIen and Gale, 2000) .
The various approaches to corporate governance, according to Colley Jr. et al. (2003: ix) , show that there is a general lack of understanding of the principles of effective corporate governance that result from an absence of knowledge and/or experience. This ' " . can lead to poor policy decisions by boards and regulators alike and . . . in extreme cases, complex issues become political, and passions overwhelm reason' (ibid). The lack of a broad defining paradigm, in Pound's ( 1993) view, 'has created a sense of intellectual vertigo in the increasingly intense debate over corporate governance reforms' (quoted in Turnbull, 200 1 : 4) .
The agency theory approach to corporate governance itself is not without criticism. The criticism is centred on its limited ability to explain complex sociological and psychological mechanisms inherent to the prinCipal-agent interactions (see Davis et al. , 1 997). In practice, as argued by Budnitz ( 1 990 cited in Johnson, Daily and Ellstrand , 1 996: 4 14) , most courts which use legal perspective have rejected the agency perspectives used as a foundation for addressing directors' legal obligations. For example, in the case of bankruptcy, directors' duties shift from protecting shareholders interests to protecting the interests of the company's creditors.
AlIen and Gale (2000) argue on the effectiveness of the agency theory approach based on the follOwing reasons:
• The agency approach to corporate governance is somewhat narrow in its focus. In many instances, managers are responsible to other stakeholders, including employees, who may be legally entitled to exert control on the firm's poliCies.
• The separation of ownership and control is a much less frequent phenomenon than a reading of the academic literature suggests.
• Shareholders may not have better knowledge than the manager
does about the optimal course of action for the firm. Hence,
interference by shareholders may end up reducing the
shareholders' value, in contrast with one of the main tenets of the agency approach.
In Alien and Gale's (2000) view, the main factor that ensures efficient resource allocation is competition in product and input markets. The reason is that firms run by opportunistic, or plainly incompetent, managers will not be able to survive in a competitive environment. In the absence of good information about the optimal management strategy, where standard governance mechanisms are ineffective almost by definition, a DaIWinian process of competition may serve to select best management teams. To date, debate on governance concepts is still taking place in both academic and business settings.