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Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. 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. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples 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.
The subject Corporate Governance:Global Concepts and Practices has occupied centre- stage, particularly since the early 1990s in U.K., USA, rest of Europe, Canada, Japan, India and many other developing countries of the world. The present volume is essentially a comprehensive textbook, focusing on both concepts and corporate governance practices. Even before the Enron collapse and several other kingsize scandals, there has been a steadily mounting volume of complaints regarding the dismal state of governance in most large corporates across the globe, mostly relating to accounting irregularities and top dressing of financial results, almost universally perpetrated at the behest of the Company Chairman & CEO himself. Keeping the above ground realities in view, the present volume is intended to be a standard reference as well as textbook on the varied facets of corporate governance. The book has six distinct parts, containing in all as many as twenty-eight interrelated chapters.The first part deals with subjects like business environment, business ethics and social responsibilities, management of a firm, etc., while the second part is concerned with the theory of firm, its objectives, accounting standards and creative accounting practices. Part Three of the book dwells at length on the working of the company board, board committees, need for whistle blowing, corporate governance rating and need for separation of the positions of Chairman and CEO. Part Four presents summary recommendations of five Indian Committees on corporate governance in chronological order. These are (i) CII Committee (1998), (ii) Ist SEBI Committee (1999), (iii) Ganguly Committee-RBI (2002); (iv) Naresh Chandra Committee (2002) and (v) 2nd SEBI Committee (2003). Part Five contains six chapters comprising as many live cases on accounting scams. The sixth part of the book contains governance reports of three world class companies from India, viz., Infosys Technologies Ltd., Wipro, and Reliance Industries Ltd.
For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.
In International Standardisation of Good Corporate Governance - Best Practices for the Board of Directors the Academy of Directors (AoD) presents a multidisciplinary approach for the governance of a company. The AoD also aims to use the interaction between the academic and the business world to change the environment in which companies work. This task is realised in different ways: by conducting applied scientific research, creating a large pool of professional experience and networking within the AoD, confronting these research results with the practical experience of the members, publishing these results, and organising training programmes. The AoD therefore collaborates very closely with the academic world. The Vlerick School of Management was the co-founder of the AoD, together with a great number of national and international business partners. The foundation of the AoD goes back to the initiative of its president, Mr. L.H. Verbeke (Loeff Claeys Verbeke). He was convinced that the increasing international interest in corporate governance would also affect Belgian companies, but that there was a need for an `indigenous coherent' view of corporate governance. Being at the cross-roads of different cultures and languages and at the same time being a very open economy, Belgium could not simply copy another country's code on good corporate governance. Therefore the initiative was taken to set up a broad international overview of the best practices for the board of directors, which is presented in this volume. This analysis is not only oriented towards the `famous' codes but aims to highlight as well the practical applications and problems faced in implementing these suggestions. Consequently special attention is given to the best practices for family businesses and medium-sized companies.
These principles of corporate governance, endorsed by the OECD Council at Ministerial level in 1999, provide guidelines and standards to insure inclusion, accountability and abilit to attract capital.
Also covering the effect of the 1997 Hampel Committee report on corporate governance, the book includes precedents and working documents.
The Challenge of Sustainability: Corporate Governance in a Complicated World reviews the evolution of five types of corporate governance and their different sustainability objectives. It discusses the challenges for boards in achieving sustainability from an environmental, economic, employment, and social perspective and introduces the concept of a political tragedy of the commons if boards do what is in the best interests of their profitability only, without considering their responsibilities and unintended consequences for their stakeholders. It explains how volatility, uncertainty, complexity, and ambiguity complicate making sustainable decisions. This book explores ways of helping prevent such negative outcomes. John Zinkin asserts the director’s need to reconcile volatility with vision, uncertainty with understanding, complexity with courage and commitment, and ambiguity with adaptability. To prevent a potential political tragedy of the commons, the book suggests new decision-making processes; treating employees differently; and makes the case for reforming capitalism. It is aimed at managers, board members and all those who influence them, including shareholder activists, corporate legal personnel, politicians, activists and general readers interested in applying some of these suggestions in their roles as stakeholders, managers and directors.