Efnisyfirlit

• Cover
• Halftitle
• Title
• Copyright
• Contents
• Foreword
• Part I Introduction to Corporate Governance
• 1 What Is Corporate Governance?
• ‘Corporate Governance’ Defined
• Understanding Corporate Power
• Corporate Governance as a Problem of Particular Relevance for Public Companies
• Distinguishing the Main Corporate Governance Constituencies (or ‘Actors’)
• 2 Corporate Governance and Theory of the Firm
• The Importance of Theory to the Study of Corporate Governance
• The Entity Theory of the Firm
• The Contractarian Theory of the Firm
• Contractarianism without Shareholder Wealth Maximization: The ‘Stakeholder’ Theory of the Firm
• The Dominance of the Orthodox Contractarian Paradigm
• 3 The Corporate Governance Regulatory Architecture
• Sources of UK Corporate Governance Law
• The ‘Comply or Explain’ Principle in UK Corporate Governance
• Anticipated Implications of Brexit for the UK’s Corporate Governance Architecture
• Part II Relational Aspects of Corporate Governance: Shareholders, Boards, Managers and Employees
• 4 Board Authority and Shareholders’ Rights of Intervention
• The Primacy of the Corporate Board
• Shareholders’ Rights of Intervention in Corporate Decision-Making
• The Merits of Shareholder Empowerment
• 5 Institutional Investors and Shareholder Engagement
• Institutional Investors and the Separation of Ownership and Control
• Who Are the Main Types of Institutional Investor in UK Public Companies?
• How Do Institutional Shareholders Engage with Corporate Management?
• The Problem of Stock Market Short-Termism
• The UK Stewardship Code: Enhancing Institutional Shareholder Engagement?
• 6 Corporate Governance and Labour
• Why Concentrate Specifically on Labour as a Relevant Non-Shareholder Constituency?
• Shareholders’ Lexical Supremacy Over Labour Within UK Corporate Governance
• Co-Determination as an Alternative to Exclusively Shareholder-Oriented Boards
• Historic Reasons for the UK’s Unease with European-Style Worker Involvement
• The (Negligible) Impact of European Worker Involvement Mechanisms in the UK
• Is UK Corporate Governance Law’s Exclusive Shareholder Focus Sustainable?
• Part III Corporate Risk Management and Oversight
• 7 The Monitoring Board and Independent Directors
• The Board and Corporate Governance
• Group or Individual Governance?
• The Functions of the Board
• Board Independence
• Board Diversity
• 8 Internal Control and Risk Management
• Internal Control and Risk Management – Development and Definition
• Corporate Disclosure and Internal Control/Risk Management
• The Board’s Evolving Internal Control/Risk Management Function
• The Board’s Internal Control/Risk Management Function in the US
• Individual Directors’ Liability for Oversight Failures
• Part IV Managerial Incentives and Disciplines
• 9 Design and Control of Executive Remuneration
• Agency Costs and the Pay-for-Performance Challenge
• Principal Forms of Executive and Director Remuneration
• Who Determines the Remuneration of Senior Executives and Directors?
• The Directors’ Remuneration Report and ‘Say on Pay’ Vote
• Regulatory Controls on the Substance of Executive and Director Remuneration Awards
• Pay Ratio Reporting: Beyond Pay-for-Performance?
• 10 Regulation of the Market for Corporate Control
• Introduction
• Takeovers as a Managerial Disciplinary Mechanism
• The Role of Private Equity
• Takeover Defences
• Who Should Decide?
• Bibliography
• Index