The Insider's View on Corporate Governance The Role of the Company Secretary

by Erismann, Erismann; Steger, Ulrich; Salzmann, Oliver

• ISBN13: 9780230515970
• ISBN10: 0230515975
• Format: Hardcover
• Copyright: 2008-06-15
• Publisher: Palgrave Macmillan

Summary

An up-to-date look at the latest thinking on Corporate Governance, capturing the wealth of experience of some 60 company secretaries in the world's top companies, whose job it is to make corporate governance work. A must for anyone who has ever had to make tough decisions on their board and wondered how their peers might have done it.

Table of Contents

List of Tables	p. vii
List of Illustrations	p. viii
List of Abbreviations	p. x
Acknowledgments	p. xi
Foreword	p. xii
Notes on the Authors	p. xv
Executive Summary	p. xvii
The Evolution of Modern Corporate Governance	p. 1
The corporate governance earthquake and where we stand today	p. 3
The role of the company secretary	p. 6
Overview of recent research and literature	p. 9
Roadmap through this book	p. 11
Study Design	p. 14
Scope and framework	p. 14
Method	p. 15
Samples	p. 18
Interviews	p. 18
Self-completion questionnaires	p. 22
Descriptive Evidence	p. 26
Drivers for corporate governance	p. 26
Regulation	p. 26
Stock markets	p. 30
Public pressure	p. 31
Organization of the board	p. 33
Board characteristics and composition	p. 33
Executive and nonexecutive chairmen	p. 35
Executive and independent board members	p. 36
Internal organization	p. 39
The company secretary	p. 43
Career	p. 45
Reporting lines and discretion	p. 54
Working relationship and allegiance	p. 60
Resources	p. 69
Tasks and responsibilities	p. 71
Board support	p. 74
Committee work	p. 90
Corporate governance	p. 103
Management support	p. 117
Shareholders	p. 118
Compliance and legal responsibilities	p. 126
Other responsibilities	p. 128
A look at recent developments	p. 130
Changes in companies' corporate governance	p. 131
Effects on the role of the company secretary	p. 138
Analyzing Causal Effects	p. 145
Which factors determine how the company secretary views his/her setting?	p. 145
Which factors shape the secretary's tasks and responsibilities?	p. 149
Which factors influence corporate governance performance?	p. 152
Conclusion - Where Are We Heading? Making Sense Out of Diversity	p. 153
Future dynamics of the corporate governance officer	p. 157
Board information improvements	p. 159
External and internal compliance management	p. 161
The governance process manager	p. 162
Where shall we go? What has to be done?	p. 163
Appendix	p. 166
Interview guide	p. 166
Project description	p. 170
Self-completion questionnaire	p. 172
Additional References	p. 178
Glossary	p. 179
Index	p. 183
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