Corporate Governance

Höfundur: Bob Tricker (Útgáfa: 5)
Corporate Governance

Kaup valmöguleikar

Ítarleg og gagnrýnin leiðsögn um stjórnarhætti fyrirtækja. Bókin er skrifuð af „föður stjórnarhátta fyrirtækja“ og hefur að geyma greinargóða umfjöllun um lög, skýrslur og reglugerðir sem gilda um fyrirtæki víða um heim.

  • Sérfræðiþekking: Viðurkennd greining eftir einn fremsta fræðimann heims á sviði stjórnarhátta fyrirtækja.
  • Alþjóðleg dæmi: Fjölmargar alþjóðlegar tilviksrannsóknir og styttri dæmisögur sýna stjórnarhætti í raunverulegum fyrirtækjum á borð við Alibaba Group í Kína, Volkswagen í Þýskalandi, Australian Securities Exchange í Ástralíu, Yukos Oil Company í Rússlandi og AstraZeneca í Bretlandi og Svíþjóð.
  • Menningarleg sjónarhorn: Sérstakur kafli um stjórnarhætti fyrirtækja um allan heim ber saman starfshætti á svæðum á borð við Norður-Afríku, Mið-Austurlönd og Asíu og dregur fram áhrif menningar.
  • Skipulegt námsefni: Skýr þríþætt uppbygging kynnir á rökréttan hátt kenningar, stefnumótun og hagnýta beitingu fræðasviðsins.

Nýtt í þessari útgáfu:

  • „Dialogue Scenarios“: Sviðsmyndir byggðar á reynslu höfundar sýna hvernig stjórnarmenn takast á við áskoranir í stjórnarháttum og undirstrika mikilvægi mannlegrar hegðunar innan og utan stjórnarherbergisins. Þær víkka skilning nemenda út fyrir lögfræðilega framkvæmd og hagfræðikenningar.
  • Ný skilgreining á stjórnarháttum fyrirtækja: Áherslan er á kjarna hugtaksins fremur en eingöngu það sem er „gert“, sem hvetur nemendur til ítarlegri skoðunar á trausti, valdi og ábyrgð.

Nánar um bókina

Útgefandi
Oxford University Press Academic UK
ISBN
9780192885470
Print ISBN
9780192885463
Format
ePub
Útgáfa
5
Höfundar
Bob Tricker
Tungumál
English
Útgefið
2025-03-11
Prent takmörkun á líftíma
100
Prent takmörkun
2
Afritunar takmörkun
2

Kaflar

  • Cover Page
  • Title page
  • Copyright page
  • Author Biography
  • Preface
  • What is new in this edition
  • Dialogue Scenarios
  • What ‘Dialogue Scenarios’ are
  • Why Dialogue Scenarios are significant
  • How to use Dialogue Scenarios
  • In summary
  • Acknowledgements
  • Thanks from the Publisher
  • Content Advisory Group
  • Detailed contents
  • List of Figures
  • List of Tables
  • List of Case Studies
  • List of Corporate Governance in Action
  • List of Dialogue Scenarios
  • List of Abbreviations
  • Introduction
  • What this book is about
  • How to benefit from this book
  • Students of graduate and undergraduate corporate governance courses
  • Participants in shorter corporate governance programs
  • Director training and development activities
  • Individual self-development, updating, and an information source
  • The basis of this book
  • Part 1 Principles
  • 1 Corporate Governance: An Evolving Subject
  • 1.1 All corporate entities need governing
  • 1.2 The early days: merchants and monopolists
  • 1.3 The invention of the limited-liability company
  • 1.4 The separation of ownership from control
  • 1.5 The 1970s: audit committees, two-tier boards, and corporate social responsibility
  • Audit committees
  • Two-tier boards
  • Corporate social responsibility (CSR)
  • 1.6 The 1980s: corporate collapses and governance responses
  • Corporate collapses
  • Responses to corporate collapses
  • 1.7 The 1990s: voluntary codes or regulation
  • 1.8 The 2000s: Enron, Sarbanes-Oxley, and a global financial crisis
  • Enron
  • The Sarbanes-Oxley Act
  • Further corporate governance developments
  • The cultural component of corporate governance
  • A global financial crisis
  • 1.9 The 2010s: ESG, sustainability, and strategic challenges
  • Board diversity
  • 1.10 Frontier issues in the evolution of corporate governance
  • Geo-political challenges to corporate strategies
  • Strategic options in artificial intelligence, digitization, cyber technology, and Fintech
  • ESG and sustainability
  • Challenges to board culture and structure
  • Rethinking the purpose of companies and stakeholder capitalism
  • Shareholders’ changing expectations of directors and boards
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • 2 Corporate Entities, Boards, and Directors
  • 2.1 The significance of constitutions for corporate entities
  • 2.2 Limited-liability companies, public and private
  • Public companies
  • Private companies
  • Indicating limited liability
  • The memorandum and articles of association
  • 2.3 Other non-limited corporate entities
  • Entities created by their own charter or statute
  • Entities incorporated under sector legislation
  • Cooperative societies
  • Savings and loan associations/building societies
  • Trade unions
  • Trusts
  • Charities
  • Academic, arts, heritage, medical, and sports entities
  • Partnerships and limited-liability partnerships
  • State-owned enterprises
  • Other associations, institutions, and societies
  • 2.4 Definitions of corporate governance
  • 2.5 The difference between governance and management
  • 2.6 Different types of director
  • Executive directors
  • Non-executive directors
  • Non-executive directors independent or connected
  • 2.7 Alternative board structures
  • The all-executive-director board
  • The majority-executive-director board
  • The majority-non-executive-director board
  • The all-non-executive-director board
  • Two-tier boards
  • Advisory boards
  • 2.8 Board diversity
  • Diversity by gender
  • Diversity by age, experience, and skills
  • Diversity by stakeholder interest
  • Diversity for societal representation
  • 2.9 What boards do
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • 3 The Scope of Corporate Governance
  • 3.1 The scope of corporate governance
  • Members of the corporate entity
  • Contractual stakeholders
  • Sources of finance
  • Other stakeholders and society
  • Auditors and regulatory authorities
  • 3.2 The rights of members
  • 3.3 Member activism
  • 3.4 Information for members
  • 3.5 More on types of director
  • De facto and de jure directors
  • Shadow directors
  • Alternate directors
  • Nominee directors
  • Governing directors
  • Corporate directors
  • Worker directors
  • Directors in name only
  • Cross-directorships
  • 3.6 Directors’ legal duties and rights
  • 3.7 The leadership role of the chair
  • 3.8 The corporate officers
  • The directors
  • The company secretary
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • 4 Legislation, Regulation, and Voluntary Codes
  • 4.1 Balancing power between the individual, the enterprise, and the state
  • 4.2 Corporate governance by law or voluntary code?
  • 4.3 Corporate governance regulation by law—the US experience
  • The Securities and Exchange Commission
  • The Sarbanes-Oxley Act (2002)
  • The Dodd-Frank Wall Street Reform and Consumer Protection Act
  • New York Stock Exchange corporate governance listing standards
  • The American Law Institute
  • The Treadway Commission and COSO
  • The Business Roundtable Principles on Corporate Governance
  • The National Association of Corporate Directors (NACD) NACD Blue Ribbon Commission
  • The Council of Institutional Investors (CII)
  • 4.4 Corporate governance regulation by voluntary code—the UK/Commonwealth experience
  • The Cadbury Report (1992)
  • The Greenbury Report (1995)
  • The Hampel Report (1998)
  • The UK Combined Code (1998)
  • The Turnbull Report (1999)
  • The Myners Report (2001)
  • The Higgs Report (2003)
  • The Smith Report (2003)
  • The Tyson Report (2003)
  • The Walker Review (2009)
  • UK Corporate Governance Code (2010, updated 2018 and 2024—effective 2025)
  • UK regulations implementing European Union requirements (2016)
  • The Kingman Report (2019)
  • UK reports on board diversity
  • The Wates corporate governance principles for large private companies (2018)
  • The FRC Stewardship Code (2020)
  • 4.5 The UK Companies Act 2006
  • 4.6 The UK’s corporate governance regulatory authorities
  • Financial Reporting Council
  • Financial Conduct Authority
  • 4.7 British standard for delivering effective governance
  • 4.8 The Public Interest Entity in the EU and UK
  • 4.9 Corporate governance codes in other countries
  • Australia
  • Canada
  • France
  • Japan
  • South Africa—the King codes
  • 4.10 Codes from international agencies
  • The G20/OECD Principles of Corporate Governance
  • The World Bank and the International Monetary Fund
  • The Commonwealth Association for Corporate Governance (CACG)
  • The International Corporate Governance Network (ICGN)
  • 4.11 Codes from institutional investors
  • 4.12 Company codes
  • 4.13 Codes for the not-for-profit and voluntary sectors
  • Corporate governance in local government
  • Corporate governance in public services
  • Corporate governance in the voluntary and community sectors
  • 4.14 The importance of compliance: corporate governance reports
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • 5 How Culture and Context Affect Corporate Governance around the World
  • 5.1 How context affects corporate governance
  • Patterns of ownership
  • The market for corporate control
  • Financing corporate entities
  • 5.2 How culture affects corporate governance
  • What is culture?
  • 5.3 The influence of religion on corporate governance
  • 5.4 Western and Eastern approaches to corporate governance
  • 5.5 The US unitary board, rules-based system
  • 5.6 The UK/Commonwealth unitary board, principles-based system
  • 5.7 The continental European two-tier system
  • 5.8 The Asian family-based system
  • 5.9 The keiretsu system of corporate governance in Japan
  • 5.10 The chaebol system of corporate governance in South Korea
  • 5.11 Corporate governance: convergence or differentiation?
  • Forces for convergence
  • Forces for differentiation
  • 5.12 Institutions necessary for successful corporate governance
  • Self-test questions
  • Projects and exercises
  • Further reading
  • Worldwide
  • Australia
  • Europe
  • Asia
  • China
  • Hong Kong Special Administrative Region (SAR) of China
  • India
  • Middle East
  • Russia
  • Singapore
  • United Kingdom
  • United States of America
  • References
  • List of Key Terms
  • 6 Concepts, Theories, and Philosophies
  • 6.1 Theoretical perceptions of corporate governance
  • 6.2 The legal perspective (stewardship theory)
  • Criticisms of stewardship theory
  • Universal ownership theory
  • 6.3 The agency problem
  • 6.4 The economists’ perspective (agency theory)
  • Criticisms of agency theory
  • Transaction cost economics
  • 6.5 The role of accountancy in corporate governance
  • 6.6 The contribution of corporate governance research
  • 6.7 The purpose of business
  • The Friedman perspective
  • The evolution of stakeholder thinking
  • Stakeholder theory
  • Criticism of stakeholder theory
  • Stakeholder capitalism
  • Enlightened shareholder theory
  • 6.8 ESG (Environment, Society, Governance) and sustainability
  • 6.9 The governance standards perspective (ISO 37000)
  • 6.10 Resource dependency theory
  • 6.11 The theory of social networks
  • 6.12 Managerial or class domination perspective (hegemony theory)
  • 6.13 Psychological and organizational perspectives
  • 6.14 Corporate governance as a political process
  • 6.15 The cultural aspect of corporate governance
  • 6.16 Does good governance improve corporate performance?
  • 6.17 A unifying perspective (systems theory)
  • 6.18 A subject finding a philosophy
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • Part 2 Policies
  • 7 The Non-Financial Aspects of Corporate Governance
  • 7.1 New interest in the non-financial aspects of corporate governance
  • 7.2 Corporate purpose and strategic reports
  • Corporate purpose
  • The annual report
  • The strategic report
  • 7.3 Corporate risk assessment and policies
  • 7.4 The concept of Corporate Social Responsibility
  • Questioning the societal legitimacy of corporate entities
  • Perspectives of corporate social responsibility
  • The societal perspective
  • The strategy-driven perspective
  • The stakeholder perspective
  • The ethical perspective
  • The political perspective
  • The philanthropic perspective
  • 7.5 CSR strategies and policies
  • The CSR competency framework
  • Enlightened shareholder value (ESV)
  • Meeting changing expectations
  • The United Nations Global Compact
  • Does sound CSR lead to better performance?
  • 7.6 Sustainability and ESG strategies and policies
  • Sustainability defined
  • The United Nations Framework Convention on Climate Change
  • The Paris Agreement (or Accord)
  • The search for net-zero carbon emission
  • Climate-related corporate strategies
  • Measuring entities’ carbon footprint
  • Carbon trading and offsetting markets
  • The development of ESG (Environment, Society, and Governance)
  • Sustainability standard setting
  • ISSB sustainability standards
  • ESG-significant commodity exchange markets
  • Green investment funds and green equities indices
  • The WBCSD Report, ‘Vision 2050’
  • The United Nations Principles for Responsible Investment
  • The United Nations Environment Programme Finance Initiative
  • Sustainability and the triple bottom line
  • The Chief Sustainability Officer
  • 7.7 Reporting non-financial aspects of corporate governance
  • The need for quantification in sustainability reports
  • Requirements to report ESG and sustainability
  • The Global Reporting Initiative Sustainability Reporting Standards
  • 7.8 Corporate culture and corporate ethics policies
  • Establishing corporate culture and values
  • What are corporate ethics?
  • The board’s responsibility for corporate ethics
  • Self-test questions
  • Projects and exercises
  • Further reading
  • ESG knowledge exchange and sustainability guides:
  • References
  • List of Key Terms
  • 8 Board Strategies, Policies, Supervision, and Accountability
  • 8.1 The functions of the board
  • 8.2 Board strategy formulation
  • Mission, vision, and values statements
  • Who formulates corporate strategy?
  • Long-range planning
  • Strengths, Weaknesses, Opportunities, Threats (SWOT) analysis
  • Competitive situational analysis
  • Resource-based theory
  • Strategic modelling, simulation, and corporate gaming
  • On thinking strategically
  • Are globalization strategies still relevant?
  • 8.3 Board policymaking
  • 8.4 Board supervision of management activities
  • 8.5 Board accountability
  • 8.6 Balancing the board’s performance and conformance roles
  • 8.7 Delegating board functions to board committees
  • The audit committee
  • The remuneration committee
  • The nomination committee
  • Other board standing committees
  • Ad hoc board committees
  • 8.8 Delegating board functions to management
  • Policymaking
  • Executive monitoring and supervision
  • Accountability
  • 8.9 Corporate transparency
  • Calls for corporate transparency
  • Providing corporate information
  • Providing direct access to information
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • 9 The Governance of Non-Listed Corporate Entities
  • 9.1 The governance of private companies
  • The Wates corporate governance principles for large private companies
  • Private companies owned by individuals or families
  • The family council or advisory board
  • Subsidiary and associate companies in corporate groups
  • Subsidiary company self-governance
  • Subsidiary company group-wide governance
  • Employee-owned companies
  • Joint-venture companies
  • Companies limited by guarantee
  • 9.2 The governance of not-for-profit organizations
  • Distinguishing features of not-for-profit organizations
  • The significance of the constitution
  • The governance of charities
  • UK code for the voluntary and community sectors
  • The governance of academic institutions
  • The governance of Academy Trusts
  • The governance of community interest companies (CICs)
  • The governance of cooperative organizations
  • The governance of decentralized autonomous organizations (DAO)
  • 9.3 The governance of partnerships
  • 9.4 The governance of hedge funds and private equity funds
  • Hedge funds
  • Private equity funds
  • 9.5 The governance of sovereign wealth funds
  • 9.6 The state as shareholder
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • 10 The Governance of Listed Companies
  • 10.1 The ownership of listed companies
  • 10.2 Floating a private company on a stock exchange
  • 10.3 Shareholder rights
  • 10.4 Shareholder activism
  • Negotiations with management
  • Shareholder resolutions
  • Proxy battles
  • Publicity campaigns
  • Litigation
  • Pros and cons of shareholder activism
  • 10.5 Activist investors
  • 10.6 Investor relations
  • 10.7 Disclosure of substantial shareholdings
  • 10.8 Disclosure of directors’ interests
  • 10.9 Complex group structures
  • Holding company
  • Wholly-owned subsidiary company
  • Partially-owned subsidiary company
  • Associate company
  • 10.10 Chains, pyramids, and networks in corporate groups
  • A group chain
  • A pyramid group
  • A network group
  • A geared chain
  • 10.11 Why do companies use group structures?
  • Strategic differentiation
  • Legal advantages
  • Taxation advantages
  • Risk reduction
  • The result of merger and acquisition activities
  • 10.12 The governance implications of operating as a group
  • 10.13 Block-holders and universal ownership
  • 10.14 Dual-listed companies
  • 10.15 Dual-class shares
  • 10.16 Listings on alternative stock markets
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • 11 Corporate Risk Policies
  • 11.1 The nature of risk
  • 11.2 Levels of risk
  • Strategic level risk
  • Managerial level risk
  • Operational level risk
  • 11.3 The World Economic Forum global risk survey (2024)
  • 11.4 Frameworks for enterprise risk management
  • 11.5 The board’s responsibility for enterprise risk management
  • 11.6 Identifying types of risk
  • 11.7 The governance of risk
  • Risk recognition
  • A simple tabular approach
  • A questionnaire designed to identify risks and hazards
  • Mind mapping
  • Risk benchmarking by industry, country, or against other companies
  • Software programs and systems
  • Risk assessment
  • Risk evaluation
  • 11.8 Risk management standards
  • 11.9 Risk management information systems
  • 11.10 Risk strategies
  • 11.11 Cyber risk policies
  • 11.12 Risks associated with artificial intelligence
  • 11.13 Security risk policies to protect meetings
  • 11.14 Board risk committees and risk management
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • 12 Corporate Governance around the World
  • 12.1 Why countries’ corporate governance systems differ
  • 12.2 Corporate governance in the United States
  • 12.3 Corporate governance in the UK and the Commonwealth
  • 12.4 Corporate governance in the member states of the European Union
  • Corporate governance in Germany
  • Corporate governance in France
  • 12.5 Corporate governance in China
  • The development of corporate governance in China
  • The historic cultural context for corporate governance in China
  • The governance of state-owned enterprises in China
  • The governance of private companies in China
  • Recent developments in corporate governance in China
  • 12.6 Corporate governance in Hong Kong (SAR)
  • The Hong Kong China National Security Law (2020)
  • 12.7 Corporate governance in Taiwan
  • 12.8 Corporate governance in India
  • 12.9 Corporate governance in Russia
  • 12.10 Corporate governance in Brazil
  • 12.11 Corporate governance in Singapore
  • 12.12 Corporate governance in South Korea
  • 12.13 Corporate governance in Japan
  • 12.14 Corporate governance in the Middle East and North Africa
  • 12.15 The influences on corporate governance around the world
  • The influence of each country’s culture
  • The influence of a country’s politics and government
  • The influence of stakeholders and society
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • Part 3 Practices
  • 13 Governing Body Membership
  • 13.1 The appointment of directors
  • How directors are appointed
  • The rotation of directors
  • Retirement, disqualification, and removal of directors
  • 13.2 The size of boards
  • 13.3 Desirable attributes in a director
  • 13.4 Lord Nolan’s seven principles of public life
  • 13.5 Core competencies of a director
  • 13.6 Roles directors play
  • 13.7 The lead director
  • 13.8 Directors’ duties, rights, and powers
  • Duties
  • Rights
  • Powers
  • 13.9 Conflicts of interest
  • 13.10 Insider information
  • 13.11 Directors’ service contracts and agreements
  • 13.12 Directors’ remuneration
  • The remuneration committee
  • Determining directors’ remuneration
  • Share options
  • Reporting and voting on director remuneration
  • Self-test questions
  • Projects and exercises
  • References
  • List of Key Terms
  • 14 The Reality of the Boardroom
  • 14.1 How people, power, and politics affect practice
  • 14.2 The role of the board chair
  • Executive chair
  • Vice-chair
  • President
  • Vice-President
  • 1 Leadership of the board
  • 2 Strategic leadership
  • 3 Linking the board with management
  • 4 Arbitrating between board members and others
  • 5 Being the public face of the organization
  • 6 Managing meetings
  • Meetings need planning as well as running
  • Sir Adrian Cadbury on the role of the chair
  • 14.3 Sources of governance power
  • 14.4 The significance of board-level communication
  • 14.5 Games directors play
  • Alliances
  • Coalitions and cabals
  • Conspiracy of silence
  • Cronyism
  • Deal-making
  • Dereliction of duty
  • Disparaging
  • Divide and rule
  • Empire-building
  • Filibustering
  • Group-think
  • Half-truths
  • Hidden agendas
  • Lobbying
  • Log-rolling
  • Mischievous emails
  • Personal agendas
  • Propaganda
  • Rival camps
  • Scaremongering
  • Smart device dodges
  • Snowing
  • Spinning
  • Sponsorship
  • Suboptimization
  • Window-dressing
  • Ultimate meeting manipulation
  • 14.6 Board styles and the culture of the board
  • Board traditions
  • Corporate vision
  • Innovation
  • Control
  • Decision-making
  • Leadership
  • Commitment
  • Adaptability
  • Collaboration
  • Communication
  • Conflict
  • Conformity
  • Relationships
  • Status
  • Trust
  • Assessing different board styles
  • 14.7 Corporate ethics begin in the boardroom
  • Setting the moral compass for the entity
  • Corporate ethics policies and ethics codes
  • On whistle-blowing and whistle-blowers
  • Anti-corruption and bribery laws
  • 14.8 Implementing corporate governance below board level
  • Self-test questions
  • Projects and exercises
  • References
  • List of Key Terms
  • 15 Accountability and Audit in Corporate Governance
  • 15.1 Accountability in corporate governance
  • Accountability to whom?
  • Accountability for what?
  • Accountability demonstrates compliance
  • 15.2 The role of independent audit
  • The historical development of audit
  • Formation of professional auditing and accounting institutes
  • Self-regulating audit profession
  • Regulation by regulators
  • The purpose of an audit
  • 15.3 Auditors’ appointment, removal, remuneration, and independence
  • The appointment, reappointment, or change of auditor
  • Auditor remuneration
  • The importance of auditor independence
  • Independent assessment of audit practitioners
  • 15.4 The role of the audit committee
  • Audit committee charter or constitution
  • Audit committee membership and relationships
  • Audit committee responsibilities
  • Audit committee activities
  • Monitoring and evaluating audit committee performance
  • 15.5 Accountability, compliance, and sustainability reporting
  • Sustainability reporting
  • Integrated reporting
  • 15.6 The function of internal audit
  • 15.7 The role of the company secretary
  • Self-test questions
  • Projects and exercises
  • References
  • List of Key Terms
  • 16 Effective Boards and Their Directors
  • 16.1 What is an effective board?
  • Effective strategy formulation
  • Effective policymaking
  • Effective executive supervision
  • Effective accountability
  • 16.2 What makes a board effective?
  • 16.3 What makes a board subcommittee effective?
  • 16.4 Developing effective directors
  • Identifying directors
  • Director orientation
  • Director induction
  • Director development
  • Director training
  • Director manuals or guidelines
  • 16.5 Directors’ liability and indemnity
  • 16.6 Directors’ and officers’ insurance
  • 16.7 Effective board-level information
  • Types of information
  • Official and regular information
  • Occasional and non-routine sources of information
  • 16.8 Director-level information systems
  • Information reporting software
  • 16.9 A board-level information audit
  • 16.10 Effective meetings, agenda, and minutes
  • Planning and running virtual meetings
  • Agenda
  • Minutes of meetings
  • Self-test questions
  • Projects and exercises
  • References
  • List of Key Terms
  • 17 Assessing Boards and Directors
  • 17.1 Assessing boards and board committees
  • Assessment of listed companies in the US
  • Assessment of listed companies in the UK
  • Monitoring role of UK institutional investors
  • Assessment of non-listed companies and other corporate entities
  • 17.2 Why undertake a board review?
  • 17.3 The benefits of a board review
  • 17.4 Who should initiate the board assessment?
  • 17.5 Who should conduct the board assessment?
  • Internal assessment, evaluation, and review
  • Independent external assessment, evaluation, and review
  • 17.6 Assessing the board and board committees
  • An external perspective review
  • An in-depth board-level review
  • Commitment essential from every director
  • 17.7 The board and board committee review process
  • Establish the board review
  • Review the governance structure
  • Review the board structure
  • Profile board members
  • Review board style, efficiency, and effectiveness
  • Determine a strategy for board development
  • Experiences of board assessment and review
  • Post board assessment review
  • 17.8 Assessing individual directors’ performance
  • Establish each director’s anticipated contribution
  • Establish criteria for the assessment review
  • Decide who is to lead the director assessment
  • Collect appraisal information
  • Draft reports for each director and discuss with them
  • Create a development plan for each director
  • Assessing the performance of the board chair
  • 17.9 Company corporate governance ratings
  • 17.10 Country corporate governance assessment systems
  • Self-test questions
  • Projects and exercises
  • References
  • List of Key Terms
  • 18 Corporate Governance: The Future
  • 18.1 On living in interesting times
  • 18.2 Drivers of change in corporate governance
  • Fundamental realities in each country
  • Geo-political and economic developments
  • Environmental and climate-related concerns
  • Society’s changing expectations of corporate entities
  • Corporate failure, director excesses, and corruption
  • Regulators’ demands and exhortations
  • Efforts by reformers and interest groups
  • Corporate governance academic research and publication
  • The implications of AI on and in the boardroom
  • Other technological developments
  • 18.3 Frontier issues in corporate governance
  • The search for basic principles of corporate governance
  • Frontier issues in board strategy formulation
  • Frontier issues in board policymaking
  • Frontier issues in board executive supervision
  • Frontier issues in board accountability
  • Insights into the future of corporate governance
  • 18.4 Emerging issues in corporate governance—principles
  • Principles or rules—voluntary principles or statutory rules
  • The role of the board in corporate governance
  • The role of members in corporate governance
  • The role of contractual stakeholders in corporate governance
  • The responsibility of corporate entities to society
  • The reality of independence in corporate governance
  • The changing strategic context
  • 18.5 Emerging issues in corporate governance—policies
  • Board diversity
  • Combining the roles of Board Chair and CEO
  • Executive director and top management remuneration policy
  • New organizational structures and financing systems
  • Beyond multinational to meta-national corporate entities
  • Shareholder engagement policy
  • 18.6 Emerging issues in corporate governance—practices
  • Board culture and dynamics
  • Increasing board effectiveness
  • Improving the effectiveness of board committees
  • Keeping directors informed
  • Telling the corporate story
  • Regulatory creep
  • 18.7 Rethinking the corporate governance codes
  • 18.8 Beyond the limited-liability company
  • From the origins to today’s frontier
  • Alternatives to ownership as the basis of governance power
  • 18.9 Towards a philosophy of corporate governance
  • Developments in corporate governance theory
  • Developing a corporate governance philosophy
  • 18.10 Corporate governance continues to evolve
  • The relevance of the concept of evolution
  • Recognizing the economic, social, and political context
  • Beyond structures and processes to people in power
  • Final reflections
  • Self-test questions
  • Projects and exercises
  • Further reading
  • References
  • List of Key Terms
  • Glossary
  • List of Illustrations
  • List of Tables
  • Images
  • 2 Corporate Entities, Boards, and Directors
  • 3 The Scope of Corporate Governance
  • 6 Concepts, Theories, and Philosophies
  • 7 The Non-Financial Aspects of Corporate Governance
  • 8 Board Strategies, Policies, Supervision, and Accountability
  • 9 The Governance of Non-Listed Corporate Entities
  • 10 The Governance of Listed Companies
  • 11 Corporate Risk Policies
  • 14 The Reality of the Boardroom
  • 17 Assessing Boards and Directors