Corporate Governance

ISBN-10: 0470972599
ISBN-13: 9780470972595
Edition: 5th 2011
List price: $37.99 Buy it from $22.45
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Description: 'Corporate Governance' offers a guide to the key concepts of corporate governance and includes student exercises and questions, penetrating analysis of the latest examples of corporate failure and controversy, and the lively 'cases in point' which  More...

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Book details

List price: $37.99
Edition: 5th
Copyright year: 2011
Publisher: John Wiley & Sons, Limited
Publication date: 7/8/2011
Binding: Paperback
Pages: 542
Size: 7.50" wide x 9.00" long x 1.25" tall
Weight: 1.804
Language: English

'Corporate Governance' offers a guide to the key concepts of corporate governance and includes student exercises and questions, penetrating analysis of the latest examples of corporate failure and controversy, and the lively 'cases in point' which have characterized previous editions of this text.

Cases in Point
Preface
Acknowledgments
Introduction ��� How to Use this Book
What is a Corporation?
Defining the Corporate Structure, Purpose, and Powers
Evolution of the Corporate Structure
The Purpose of a Corporation
Satisfying the human need for ambition, creativity, and meaning
Social structure
Efficiency and efficacy
Ubiquity and flexibility
Identity
The Corporation as a "Person"
The Corporation as a Complex Adaptive System
Are Corporate Decisions "Moral"?
Are Corporations Accountable?
Three Key External Mechanisms for Directing Corporate Behavior: Law, the Market, and Performance Measurement
Government: legislation, regulation, enforcement
What Does "Within the Limits of the Law" Mean?
When and how do you punish a corporation?
Probation of corporations
The problem of serial offenders
Securities analyst settlement
What is the role of shareholders in making this system work?
The market: too big to fail
The corporation and elections
Citizens united
The corporation and the law
A Market Test: Measuring Performance
Long term versus short term
Corporate decision making: whose interests does this "person"/adaptive creature serve?
Another (failed) market test: NGOs
Measuring value enhancement
GAAP
Market value
Earnings per share
EVA�“: economic value added
Human capital: "It���s not what you own but what you know"
The "value chain"
Knowledge capital
The value of cash
Corporate "externalities"
Equilibrium: The Cadbury Paradigm
ESG: Environment, Social Governance ��� A New Way to Analyze Investment Risk and Value
Quantifying Nontraditional Assets and Liabilities
Future Directions
Summary and Discussion Questions
Notes
Shareholders: Ownership
Definitions
Early Concepts of Ownership
Early Concepts of the Corporation
A Dual Heritage: Individual and Corporate "Rights"
The Reinvention of the Corporation: Eastern Europe in the 1990s
The Evolution of the American Corporation
The Essential Elements of the Corporate Structure
The Mechanics of Shareholder Rights
The Separation of Ownership and Control,
Berle and Means
Fractionated Ownership
The Separation of Ownership and Control,
The Takeover Era
Waking the Sleeping Giant
A Framework for Shareholder Monitoring and Response
Ownership and Responsibility
No innocent shareholder
To Sell or Not to Sell: The Prisoner���s Dilemma
Who the Institutional Investors Are
Bank trusts
Mutual funds
Insurance companies
Universities and foundations
Executive pay from the consumer side ��� a leading indicator of risk
Pension plans
The Biggest Pool of Money in the World
Pension plans as investors
Pension plans as owners
Public Pension Funds
Divestment initiatives
Economically targeted investments
AFSCME
Federal Employees��� Retirement System
TIAA���CREF
Private Pension Funds
The Sleeping Giant Awakens: Shareholder Proxy Proposals on Governance Issues
Focus on the Board
Hedge Funds
Synthesis: Hermes
Investing in Activism
New Models and New Paradigms
The "Ideal Owner"
Pension Funds as "Ideal Owners"
Is the "Ideal Owner" Enough?
Summary and Discussion Questions
Notes
Directors: Monitoring
A Brief History of Anglo-American Boards
Who Are They?
Size
Term
Inside/outside mix
Qualifications
Who Leads the Board? Splitting the Chairman and CEO and the Rise of the Lead Director
Agenda
Minutes
Diversity
Meetings
Communicating with Shareholders
Special Obligations of Audit Committees
Ownership/Compensation
Post-Sarbanes���Oxley Changes
Board Duties: The Legal Framework
The Board���s Agenda
The Evolution of Board Responsibilities: The Takeover Era
The Fiduciary Standard and the Delaware Factor
How did boards respond?
Greenmail
"Poison pills"
Other anti-takeover devices
The Director���s Role in Crisis
Limits and Obstacles to Board Oversight of Managers
Information Flow
Practical Limits: Time and Money
The Years of Corporate Scandals ��� Boards Begin to Ask for More
Director Information Checklist
Who Runs the Board?
Catch 22: The Ex-CEO as Director
Director Resignation
CEO Succession
Director Nomination
Limits and Obstacles to Effective Board Oversight by Shareholders
Carrots: Director Compensation and Incentives
Sticks,
Can Investors Ensure or Improve Board Independence by Replacing Directors who Perform Badly or Suing Directors who Fail to Act as Fiduciaries?
Can Directors be Held Accountable through the Election Process?
Staggered boards
Confidential voting
Sticks,
Suing for Failure to Protect the Interests of Shareholders ��� Are the Duties of Care and Loyalty Enforceable?
Future Directions
Majority voting and proxy access
Improving director compensation
Increasing the authority of independent directors
"A market for independent directors"
"Designated director"
Board evaluation
Executive session meetings
Succession planning and strategic planning
Making directors genuinely "independent"
Involvement by the federal government
Involvement by shareholders
Summary and Discussion Questions
Notes
Management: Performance
Introduction
What Do We Want from the CEO?
The Biggest Challenge
Risk Management
Executive Compensation
The pay Czar
Post-meltdown pay
The Council of Institutional Investors
Stock Options
Restricted Stock
Yes, We Have Good Examples
Shareholder Concerns: Several Ways to Pay Day
The "guaranteed bonus" ��� the ultimate oxymoron
Deliberate obfuscation
The Christmas tree
Compensation plans that are all upside and no downside
Loans
Accelerated vesting of options
Manipulation of earnings to support bonuses
Manipulation of peer groups
Huge disparity between CEO and other top executives
Imputed years of service
Excessive departure packages
Backdating, bullet-dodging, and spring-loading options
Phony cuts
Golden hellos
Transaction bonuses
Gross-ups and other perquisites
Retirement benefits
Obstacles to restitution when CEOs are overpaid
Future Directions for Executive Compensation
CEO Employment Contracts
Cause
Change of control
Half now, half later
CEO Succession Planning
Sarbanes���Oxley
Creation of the Public Company Accounting Oversight Board
Section 404
Other changes
Dodd���Frank
Employees: Compensation and Ownership
Employee Stock Ownership Plans
Mondragón and Symmetry: Integration of Employees, Owners, and Directors
Conclusion
Summary and Discussion Questions
Notes
International Corporate Governance
The Institutional Investor as Proxy for the Public Interest
Norway in the driver���s seat
The International Corporate Governance Network
ICGN: Statement of Principles on Institutional Shareholder Responsibilities
The Global Corporate Governance Forum
Sweden
Canada
Singapore
Russia
Germany
China
Japan
Governance Metrics International (GMI)
World Bank and G7 Response
Azerbaijan
Slovakia
Jordan
Thailand
Poland
The Global Carbon Project (GCP)
A Common Framework for Sustainability Reporting
Towards a Common Language
Vision
Summary And Discussion Questions
Notes
Afterword: Final Thoughts and Future Directions
Beyond the Nation State
Government as Shareholder: The Institutional Investor as Proxy for the Public Interest
Notes
Index

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