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Full Description
Corporate Governance Matters, Second Edition gives corporate board members, officers, directors, and other stakeholders all the knowledge they need to implement and sustain superior governance. Authored by two leading experts, it fully addresses every component of governance. This edition offers new or expanded coverage of key issues ranging from risk management and shareholder activism to alternative corporate governance structures. It also adds new classroom elements, making it even more useful in academic settings.
Updated throughout, this textcarefully synthesizes current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, it illuminates many key topics overlooked in competitive texts. 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
Alternative corporate governance structures, including family controlled businesses, nonprofits, private equity, and venture capital
Financial reporting and external audit
The market for corporate control
Roles of institutional and activist shareholders
Governance ratings, and more
The authors offer models and frameworks demonstrating how the components of governance fit together, with updated examples and scenarios 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 xxi
Chapter 1 Introduction to Corporate Governance 1
Self-Interested Executives 3
Defining Corporate Governance 7
Corporate Governance Standards 9
Best Practice or Best Practices? Does "One Size Fit All"? 11
Relationship between Corporate Governance and Firm Performance 12
Chapter 2 International Corporate Governance 19
Capital Market Efficiency 20
Legal Tradition 22
Accounting Standards 23
Enforcement of Regulations 26
Societal and Cultural Values 27
Individual National Governance Structures 29
United States 29
United Kingdom 32
Germany 37
Japan 38
South Korea 41
China .43
India 44
Brazil 45
Russia 47
Endnotes 49
Interlude 55
Chapter 3 Board of Directors: Duties and Liability 57
Board Responsibilities 57
Board Independence 58
The Operations of the Board 59
Board Committees 60
Duration of Director Terms 64
Director Elections 64
Removal of Directors 66
Legal Obligations of Directors 66
Fiduciary Duty 67
Disclosure Obligations under Securities Laws 70
Legal Enforcement of State Corporate Law (Fiduciary Duties) 70
Legal Enforcement of Federal Securities Laws 71
Director Indemnification and D&O Insurance 72
Endnotes 75
Chapter 4 Board of Directors: Selection, Compensation, and Removal 79
Market for Directors 79
Active CEOs 82
International Experience 83
Special Expertise 84
Diverse Directors 85
Professional Directors 86
Disclosure Requirements for Director Qualifications 87
Director Recruitment Process 89
Director Compensation 91
Ownership Guidelines 96
Board Evaluation 97
Removal of Directors 99
Endnotes 102
Chapter 5 Board of Directors: Structure and Consequences 107
Board Structure 108
Chairman of the Board 112
Lead Independent Director 116
Outside Directors 119
Board Independence 121
Independent Committees 125
Bankers on the Board 126
Financial Experts on Board 127
Politica
