Preface
Acknowledgements
Contents
List of case studies
List of abbreviations
Guide to the book
Guide to the online resources
Introduction
How to use the book
1. Part 1 Principles
1.1. Corporate Governance: A Frontier Subject
1.2. All corporate entities need governing
1.3. Corporate governance is old, only the phrase is new
1.4. The cultural component of corporate governance
1.5. Developments in corporate governance in the early 21st century
1.6. New frontiers for corporate governance
1.7. Case studies
2. Governance and Management
2.1. Definitions of corporate governance
2.2. The scope of corporate governance
2.3. The significance of constitutions for corporate entities
2.4. The difference between governance and management
2.5. The performance and conformance aspects of governance
2.6. Alternative board structures
2.7. Board diversity
2.8. Case studies
3. Theories, Philosophies, and Concepts of Corporate Governance
3.1. The agency dilemma
3.2. Agency theory
3.3. Transaction cost economics
3.4. Stewardship theory
3.5. Resource dependency theory
3.6. Managerial and class hegemony
3.7. Psychological and organizational perspectives
3.8. The societal perspective: stakeholder philosophies
3.9. The cultural component of corporate governance
3.10. Differing boundaries and levels: systems theory
3.11. A subject in search of its paradigm
3.12. Case studies
4. The Governance Partnership: Investors, Companies, and Directors
4.1. Shareholder rights
4.2. Shareholder stewardship and activism
4.3. Shareholder information
4.4. Different types of director
4.5. Directors’ legal duties and rights
4.6. Case studies
5. The Regulatory Framework
5.1. Legislation, regulation, and corporate governance codes
5.2. Corporate regulation in the UK
5.3. Corporate regulation in the USA
5.4. Corporate regulation in other countries
5.5. Codes from international agencies
5.6. Codes from institutional investors
5.7. Company codes
5.8. Codes for the non-profit and voluntary sectors
5.9. The importance of compliance: corporate governance reports
5.10. Principles or prescription: the governance debate
5.11. Case studies
6. Models of Corporate Governance
6.1. How context affects corporate governance
6.2. Western and Eastern approaches to corporate governance
6.3. Corporate governance: convergence or differentiation?
6.4. Institutions necessary for successful corporate governance
6.5. Case studies
7. Part 2 Policies
7.1. Functions of the Board
7.2. What the board does
7.3. Supervising executive activities
7.4. Balancing the board’s performance and conformance roles
7.5. Board committees: functions and authority
7.6. Delegating board functions to management
7.7. Corporate transparency
7.8. Case studies
8. The Governance of Corporate Risk
8.1. What is corporate risk?
8.2. Frameworks for enterprise risk management
8.3. The World Economic Forum risk survey
8.4. The board’s responsibility for enterprise risk management
8.5. Identifying types of risk
8.6. Controlling risk
8.7. Risk strategies
8.8. Case studies
9. The Board and Business Ethics
9.1. What are business ethics?
9.2. Changing expectations in the governance of organizations
9.3. The concept of corporate social responsibility
9.4. CSR strategies and policies
9.5. The CSR competency framework
9.6. Enlightened shareholder value (ESV)
9.7. Sustainable development
9.8. Sustainability and the triple bottom line
9.9. Communication with stakeholders: integrated reporting
9.10. Case studies
10. The Governance of Listed Companies
10.1. Ownership of listed companies
10.2. Shareholder rights
10.3. Shareholder activism and the role of institutional investors
10.4. Investor relations
10.5. Disclosure of substantial shareholdings and directors’ interests
10.6. The governance of complex corporate structures
10.7. Block-holders and universal ownership
10.8. Dual-listed companies
10.9. Dual-class shares
10.10. Listings on alternative stock markets
10.11. Case studies
11. The Governance of Non-Listed Corporate Entities
11.1. The governance of private companies
11.2. The governance of subsidiary and associated companies
11.3. The governance of employee-owned companies
11.4. The governance of joint ventures
11.5. The governance of not-for-profit organizations
11.6. The governance of charities
11.7. The governance of cooperative organizations
11.8. The governance of partnerships
11.9. The governance of hedge funds and private equity funds
11.10. The governance of sovereign wealth funds
11.11. The state as shareholder
11.12. Case studies
12. Corporate Governance around the World
12.1. Corporate governance in China
12.2. Corporate governance in Hong Kong (SAR)
12.3. Corporate governance in India
12.4. Corporate governance in Russia
12.5. Corporate governance in Brazil
12.6. Corporate governance in Singapore
12.7. Corporate governance in South Korea
12.8. Corporate governance in Japan
12.9. Corporate governance in the Middle East and North Africa
12.10. Case studies
13. Part 3 Practices
13.1. Board Membership: Directors’ Appointment, Roles, and Remuneration
13.2. The appointment of directors
13.3. Desirable attributes in a director
13.4. Core competencies of a director
13.5. Roles directors play
13.6. Directors’ duties, rights, and powers
13.7. Directors’ service contracts and agreements
13.8. Directors’ remuneration
13.9. Case studies
14. Board Leadership: The Reality of the Boardroom
14.1. How people, power, and politics affect practice
14.2. The chair’s leadership role
14.3. Sources of governance power
14.4. Games directors play
14.5. Board styles and the culture of the board
14.6. Business ethics begin in the boardroom
14.7. Corporate codes of ethics and their enforcement
14.8. Implementing corporate governance below board level
14.9. Case studies
15. Board Activities: Corporate Governance in Practice
15.1. Committees of the board
15.2. The influence of the audit committee
15.3. The role of internal audit
15.4. The importance of the external auditor
15.5. The independence of external auditors
15.6. The significance of the company secretary
15.7. Case studies
16. Board Effectiveness: Building Better Boards
16.1. Making a board effective
16.2. Director orientation and director induction
16.3. Directors’ liabilities and indemnity
16.4. Directors’ and officers’ insurance
16.5. Board information
16.6. Managing meetings, agenda, and minutes
16.7. Communications with shareholders and other stakeholders
16.8. Case studies
17. Board Evaluation: Reviewing Directors and Boards
17.1. Assessing boards and board committees
17.2. What does a board assessment involve?
17.3. Assess individual directors’ performance
17.4. Corporate governance rating systems for companies
17.5. Corporate governance assessment systems for countries
17.6. Case studies
18. Corporate Governance: The Next 30 Years
18.1. On living in interesting times
18.2. Frontiers of corporate governance today
18.3. Core principles of corporate governance
18.4. Drivers of change
18.5. The frontiers of corporate governance in the future
18.6. Towards a philosophy of corporate governance
18.7. Case studies
Appendix 1 Corporate Governance Codes around the World
Index
List of case studies
Corporate Governance in Action
