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Full Description
Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: * International corporate governance. * Compensation, equity ownership, incentives, and the labor market for CEOs. * Optimal board structure, tradeoffs, and consequences. * Governance, organizational strategy, business models, and risk management. * Succession planning. * Financial reporting and external audit. * The market for corporate control. * Roles of institutional and activist shareholders. * Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points.Throughout, their balanced approach is focused strictly on two goals: to "get the story straight," and to provide useful tools for making better, more informed decisions.
Contents
Preface xv Chapter 1 Introduction to Corporate Governance 1 Chapter 2 International Corporate Governance 23 Chapter 3 Board of Directors: Duties and Liability 67 Chapter 4 Board of Directors: Selection, Compensation, and Removal 93 Chapter 5 Board of Directors: Structure and Consequences 127 Chapter 6 Organizational Strategy, Business Models, and Risk Management 169 Chapter 7 Labor Market for Executives and CEO Succession Planning 203 Chapter 8 Executive Compensation and Incentives 237 Chapter 9 Executive Equity Ownership 287 Chapter 10 Financial Reporting and External Audit 325 Chapter 11 The Market for Corporate Control 361 Chapter 12 Institutional Shareholders and Activist Investors 393 Chapter 13 Corporate Governance Ratings 433 Chapter 14 Summary and Conclusions 459 Index 467
