Efnisyfirlit

• Cover Page
• Title Page
• Copyright Page
• Contents
• List of case studies
• Agenda point boxes
• Preface
• 1 Introducing corporate governance
• What is corporate governance?
• How this book is organized
• Principles of corporate governance
• Issues on the board’s agenda
• Reporting, rebalancing and the future
• Further readings
• 2 The problems of corporate governance
• Corporate malfeasance
• A brief history of the corporation
• Value destruction
• Corporate misalignments
• Executive pay
• Self-dealing
• Corporate control
• Corporate contributions
• Corporate purpose in question
• Notes
• Further readings
• Part 1 Principles of corporate governance
• 3 Theories of corporate governance
• Agency theory and shareholder value
• Agency costs
• ‘Voice’ as a mechanism of control
• ‘Exit’ as a mechanism of control
• Implications of agency theory for corporate governance
• Resources and the board
• Stakeholder theory
• A ‘weak’ approach to stakeholder theory
• The ‘strong’ form of stakeholder theory
• Implications of stakeholder theory for corporate governance
• Stewardship of the board
• Tensions in approach to corporate governance
• Note
• Further readings
• 4 Mechanisms of corporate governance
• How corporate governance works
• Markets
• Law and regulation
• Gatekeepers and watchdogs
• Auditors
• Lawyers
• Credit rating agencies
• Securities analysts
• Governance rating firms
• Headhunters
• The media
• Industry standards and self-regulation
• The gap and the role of the board
• Further readings
• 5 Corporate governance in a global economy
• Corporate governance in different settings
• Japan
• Germany
• United States
• United Kingdom
• Governance in other European countries
• Concentrated ownership and control
• Dual board structures
• Pyramid ownership and control
• Dual-class shares
• The European Union and corporate governance
• Corporate governance in emerging capital markets
• Brazil and Latin America
• Russia and the former Communist states
• India
• China
• Effectiveness, globalization and convergence
• Further readings
• 6 Codes of corporate governance
• Codes of corporate governance
• UK governance after Cadbury
• The codes, combined
• The Higgs Review and the Combined Code, revisited
• Beyond Higgs
• Governance codes in Europe
• France
• Germany
• Sweden
• Belgium
• Corporate governance in the United States
• Emerging economies and codes of corporate governance
• OECD
• World Bank and IFC
• Other advocates
• Convergence in corporate governance codes
• Notes
• Further readings
• Part 2 Issues on the board’s agenda
• 7 Issues within the board
• Board structure and processes
• Monitoring and control
• Resource provision
• Board roles and responsibilities
• Further readings
• 8 Issues between boards and management
• The agency problem in action
• Executive pay
• Paying too much
• Paying too little
• How to pay
• Self-interest beyond pay
• Stewardship and self-actualization
• Self-serving executives, related party transactions
• Limits to board control of management
• Further readings
• 9 Issues between boards and owners
• Shareholder value
• Rise of institutional investment
• Shareholder activism
• Shareholder rights and issues
• One share, one vote
• Director nominations
• Staggered boards – continuity or control?
• Say on pay
• Poison pills and anti-takeover devices
• Whose value?
• Note
• Further readings
• 10 Issues between owners
• Shareholder activism as politics
• Value chain for shareholders
• Dimensions of shareholder interests
• Stock lending, short-selling
• Issues with major shareholders
• Power balances in corporate governance
• Further readings
• 11 Issues between the company and its publics
• Responsibilities of the corporation
• Corporate social responsibility
• Licence to operate
• Stakeholder rights
• CSR as politics
• CSR as opportunity
• Sustainability
• Triple bottom line
• SRI funds
• Divided duties?
• Further readings
• Part 3 Reporting, rebalancing and the future
• 12 Transparency – the universal antiseptic
• Disclosure – good for markets
• Financial reporting
• How financial disclosure works
• Convergence in accounting standards
• Problems with financial reporting
• Operational reporting
• Reporting on intangibles
• Governance reporting
• Social and environmental reporting
• Risk reporting
• Issues in disclosure
• Investment briefings
• Fair value
• Impact of transparency
• Further readings
• 13 Governance beyond corporations
• What makes a corporation different
• Private companies
• Partnerships
• Non-profit organizations
• Mutual associations
• Charities
• Public sector
• Agents or stewards?
• Further readings
• 14 An unsettled and unsettling future?
• A balancing act?
• Tradeoffs?
• An imbalanced agenda?
• An unsettled future?
• Convergence or persistence?
• A return to state capitalism?
• Alternatives?
• Remedies through the layers of governance?
• Law and regulation?
• Relations within the board?
• Relations between boards and management?
• Relations between boards and owners?
• Relations between owners?
• Relations between corporations and their publics?
• Gatekeepers and watchdogs?
• Specific remedies?
• Industry models?
• Life-cycle governance?
• Governance for the business?
• References
• Index