Corporate Governance Matters

Höfundar: David Larcker; Brian Tayan (Útgáfa: 4)
Corporate Governance Matters

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The Definitive Guide to High-Performance Corporate Governance Fully updated to reflect the latest research, trends, and regulations, Corporate Governance Matters, Fourth Edition, is the definitive resource for anyone seeking to improve corporate governance practices--from directors and institutional investors to policymakers and researchers. This edition offers comprehensive, objective insights grounded in rigorous analysis and real-world examples, covering new discussions on ESG ratings, stakeholder interests, CEO behavior, and artificial intelligence.

David Larcker and Brian Tayan examine today's most pressing governance challenges, including board effectiveness, shareholder activism, organizational risk, and systemic breakdowns. Their empirical, non-ideological approach helps readers understand the impact of governance structures and processes on organizational performance, equipping them to make informed decisions in an increasingly complex environment.

  Extensively revised coverage of: 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 Alternative corporate governance structures, including family controlled businesses, nonprofits, private equity, and venture capital Financial reporting and external audit The market for corporate control Roles of institutional and activist shareholders Governance ratings, and more   Features: Objectively and fully addresses every component of governance, with no axe to grind: explains what's known and what isn't, helping leaders make better choices in the face of uncertainty Brings together new academic research, updated examples and statistics, and a complete decision-making framework Includes expanded discussions of environmental and social issues in governance, board effectiveness, CEO succession and compensation, cyber risk, and shareholder activism   Register your product at informit.

Nánar um bókina

Útgefandi
Pearson Technology Group
ISBN
9780135463062
Print ISBN
9780135463109
Format
ePub
Útgáfa
4
Höfundar
David Larcker; Brian Tayan
Tungumál
English
Útgefið
2025-10-14
Prent takmörkun á líftíma
100
Prent takmörkun
2
Afritunar takmörkun
2

Kaflar

  • Cover Page
  • About This eBook
  • Halftitle Page
  • Title Page
  • Copyright Page
  • Dedication Page
  • Contents at a Glance
  • Contents
  • Acknowledgments
  • About the Authors
  • Preface
  • 1. Introduction to Corporate Governance
  • Self-Interested Executives
  • Defining Corporate Governance
  • Corporate Governance Standards
  • Best Practice or Best Practices? Does “One Size Fit All”?
  • Relationship between Corporate Governance and Firm Performance
  • Endnotes
  • 2. International Corporate Governance
  • Capital Market Efficiency
  • Legal Tradition
  • Accounting Standards
  • Enforcement of Regulations
  • Societal and Cultural Values
  • Individual National Governance Structures
  • Endnotes
  • Interlude
  • 3. Board of Directors: Duties and Liability
  • Board Responsibilities
  • Board Independence
  • The Operations of the Board
  • Duration of Director Terms
  • Director Elections
  • Removal of Directors
  • Legal Obligations of Directors
  • Endnotes
  • 4. Board of Directors: Selection, Compensation, and Removal
  • Market for Directors
  • Director Recruitment Process
  • Director Compensation
  • Removal of Directors
  • Endnotes
  • 5. Board of Directors: Structure and Consequences
  • Board Structure
  • Summary
  • Endnotes
  • Interlude
  • 6. Strategy, Performance Measurement, and Risk Management
  • Organizational Strategy
  • Strategy Implementation Process
  • Business Model Development and Testing
  • Key Performance Measures
  • How Well Are Boards Doing with Performance Measures and Business Models?
  • Risk and Risk Management
  • Risk and Risk Tolerance
  • Risk to the Business Model
  • Risk Management
  • Oversight of Risk Management
  • Assessing Board Performance on Risk Management
  • Cybersecurity
  • Endnotes
  • 7. CEO Selection, Turnover, and Succession Planning
  • Labor Market for Chief Executive Officers
  • Labor Pool of CEO Talent
  • CEO Turnover
  • Newly Appointed CEOs
  • Models of CEO Succession
  • The Succession Process
  • How Well Are Boards Doing with Succession Planning?
  • Executive Search Firms
  • Endnotes
  • 8. Executive Compensation and Incentives
  • The Controversy over Executive Compensation
  • Competing Theories of CEO Pay
  • Components of Compensation
  • Determining Compensation
  • Compensation Consultants
  • Compensation Levels
  • Ratio of CEO Pay to Other Top Executive Pay
  • Ratio of CEO Pay to Average Employee Pay
  • Compensation Mix
  • Short-Term Incentives
  • Long-Term Incentives
  • Benefits and Perquisites
  • Compensation Disclosure
  • Say-on-Pay
  • Competing Theories of CEO Pay
  • Endnotes
  • 9. Executive Equity Ownership
  • Equity Ownership and Firm Performance
  • Equity Ownership and Risk
  • Equity Ownership and Agency Costs
  • Accounting Manipulation
  • Manipulation of Equity Grants
  • Equity Sales and Insider Trading
  • Rule 10b5-1
  • Hedging
  • Pledging
  • Repricing and Exchange Offers
  • Endnotes
  • 10. Financial Reporting and External Audit
  • The Audit Committee
  • Accounting Quality, Transparency, and Controls
  • Financial Reporting Quality
  • Financial Restatements
  • Models to Detect Accounting Manipulations
  • The External Audit
  • Audit Quality
  • Structure of Audit Industry
  • Impact of the Sarbanes–Oxley Act
  • External Auditor as CFO
  • Auditor Rotation
  • Endnotes
  • 11. The Market for Corporate Control
  • The Market for Corporate Control
  • Stock Market Assessment of Acquiring and Target Firms
  • Antitakeover Protections
  • Antitakeover Actions
  • Warding Off Unwanted Acquirers
  • Endnotes
  • 12. Shareholders and Shareholder Activism
  • The Role of Shareholders
  • Blockholders and Institutional Investors
  • Institutional Investors and Proxy Voting
  • Activist Investors
  • The Rise of Index Investing
  • Shareholder Democracy and Corporate Engagement
  • Proxy Advisory Firms
  • Endnotes
  • 13. Stakeholders and Stakeholder Activism
  • Pressure to Incorporate Stakeholder Interests
  • Legal and Economic Implications
  • Director and CEO Views on Stakeholders
  • ESG Metrics and Disclosure
  • External Assessment of ESG
  • Endnotes
  • 14. Corporate Governance and ESG Ratings
  • Third-Party Ratings
  • Credit Ratings
  • Commercial Corporate Governance Ratings
  • Governance Rating Systems by Academic Researchers
  • The Viability of Governance Ratings
  • ESG Ratings
  • Endnotes
  • 15. Alternative Models of Governance
  • Family-Controlled Corporations
  • Venture-Backed Companies
  • Special Purpose Acquisition Companies
  • Private Equity–Owned Companies
  • Nonprofit Organizations
  • Endnotes
  • 16. Summary and Conclusions
  • Testing Remains Insufficient
  • The Current Focus Is Misdirected
  • Important Variables Are Clearly Missing
  • Context Is Important
  • Rights of Shareholders and Stakeholders
  • Endnotes
  • Index