Financial Times Briefing on Corporate Governance

by Finch, Brian

• ISBN13: 9780273745976
• ISBN10: 0273745972
• Edition: 1st
• Format: Paperback
• Copyright: 2011-10-17
• Publisher: FT Press

Summary

Create and execute your optimal corporate governance strategy: actionable principles, behaviors, and solutions for senior business leaders. World-class, results-focused guidance for implementing effective, trustworthy, valueadded corporate governance--straight from the Financial Times' global business experts! What senior managers need to know, ask, measure, and do to get the results they want. Logically organized, modular, and concise: more high-value corporate governance guidance in fewer pages than any other book!Financial Times Briefing: Corporate Governance is the most concise, up-to-date, and actionable guide To The principles, behaviors and actions of effective corporate governance. Written specifically for senior managers and executives, it offers powerful, practical, accessible, start-to-finish guidance for implementing more effective, higher value, more trustworthy corporate governance. Like all books in the Financial Times Briefings series, this book distills resultsfocused information on pressing issues that require dramatic, measurable performance improvements. it follows a clear, logical, modular structure, telling senior managers exactly what they need to know, ask, measure, and do to get results. Drawing on input from an expert panel of global business leaders, The authors cover all this, and more: Understanding the key legal and regulatory issues associated with corporate governance, including today's most significant challenges and risks. Clarifying and strengthening the linkages between corporate governance and business effectiveness. Mastering core corporate governance principles and best practices. Measuring the performance of your current governance. Tailoring governance To The unique needs of your organization. Clarifying your role as an executive in governance issues. Avoiding common governance pitfalls

Author Biography

Brian Finch has been Director of Business Development for large UK public companies, as well as co-founder and Finance Director of an SME retail business with substantial internet trading. By background an engineer and certified accountant, he has an MBA from the London Business School. He is the author of a number of books, including The Times Guide to How To Write a Business Plan 3rd Edition, (Kogan Page).

Table of Contents

Acknowledgements	p. vii
In brief	p. 1
The executive précis	p. 3
Introduction	p. 5
Effects of improved corporate governance	p. 5
What is forcing improvements in governance?	p. 6
Debate on corporate governance	p. 6
What is still to be done?	p. 7
What is it? What do I need to know?	p. 9
Introduction	p. 11
The separation of management and ownership	p. 12
The modern background to corporate governance	p. 14
What is it for?	p. 30
Who is it for?	p. 31
The community and governance	p. 34
The objectives of good corporate governance	p. 38
Why do it? Risks/rewards	p. 39
Introduction	p. 41
Compliance	p. 41
Stakeholder demands	p. 45
Corporate effectiveness	p. 45
Public and employee relations	p. 46
The costs of good governance	p. 46
The risks of corporate governance	p. 47
The rewards of corporate governance	p. 48
Does good governance work?	p. 53
Reasons for corporate social responsibility	p. 55
Who's doing it? Who has done it?	p. 59
Introduction and examples	p. 61
What do success and failure look like?	p. 64
In practice	p. 67
How to do it: role and duties of directors	p. 69
Introduction	p. 71
Limiting liability of directors	p. 75
Director development	p. 75
Qualification for directors	p. 76
Removal of directors	p. 77
Conflicts of interest	p. 77
Integrity and values	p. 80
How to do it: role and duties of the board	p. 81
Introduction	p. 83
Basic functions of the board	p. 83
Size of the board	p. 86
Composition of the board	p. 87
Quorum, meetings by telephone, etc.	p. 89
Non-executive directors	p. 89
Board evaluation	p. 93
How to do it: role of the chairman	p. 97
Introduction	p. 99
Procedures at board meetings	p. 100
Powers reserved by the board	p. 103
Managing meetings	p. 106
Constructing a 'boardroom conversation'	p. 109
Board committees	p. 113
How to do it: shareholder rights	p. 123
Introduction	p. 125
Dilution of shareholders	p. 126
Communication with shareholders	p. 127
Minority shareholders	p. 128
Disclosure requirements	p. 129
How to do it: role of markets	p. 135
Introduction	p. 137
Activist shareholders and fund managers	p. 139
Insider dealing	p. 142
Inside information	p. 143
Market manipulation	p. 145
Takeovers	p. 145
How to manage corporate governance	p. 147
Introduction	p. 149
Company secretary	p. 149
Corporate governance below board level	p. 150
Whistleblowing	p. 154
Corporate governance: measuring, justifying and promoting	p. 159
Introduction	p. 161
How to measure corporate governance	p. 161
How to justify addressing corporate governance - the business case	p. 163
How to talk about corporate governance	p. 166
Intervention	p. 169
Executive intervention	p. 171
Introduction	p. 173
What are the make-or-break decisions?	p. 173
When is my intervention needed?	p. 178
What questions should I ask, and who should I ask?	p. 179
What are the decisions I need to make?	p. 182
What levers should I pull?	p. 183
How do we know when we've succeeded or failed?	p. 185
In depth	p. 189
Additional resources	p. 191
Online sources	p. 193
Courses	p. 202
Books	p. 202
Index	p. 205
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