International Corporate Governance: A Comparative Approach

by Clarke; Thomas

• ISBN13: 9780415323093
• ISBN10: 0415323096
• Format: Hardcover
• Copyright: 2007-09-18
• Publisher: Routledge

Summary

Investors, governments and the general public have become increasingly concerned by the apparently uncontrolled and unforeseen collapses in major corporations, from the bursting of the dotcom bubble to scandals such as Enron. The impact this has had on both the economy and on public trust have forced corporate governance to the top of the business agenda. Taking a critical and comparative approach, this challenging text explores the key relationships and contradictions including: *How can the tensions between innovation, risk management and disclosure be resolved in corporate governance? *What is the relationship between corporate governance and economic performance? *Will higher standards of governance allow greater accountability and improved performance? International Corporate Governanceanalyzes the escalating crisis in corporate governance and the growing demand for reform around the world. It critically investigates the reasons behind high profile corporatefailures including Enron, Worldcom and Tyco, and examines the role that regulatory bodies play in determining international standards of governance.

Author Biography

Thomas Clarke is Director of the Centre for Corporate Governance and Professor of Management at the University of Technology, Sydney.

Table of Contents

Tintroduction: Corporate Governance aa

"Cycles of Crisis And Reformintroductiondefinitionsgenesis of Corporate Governance

The South Sea BubbleSplitting

The Atom of Ownership

Forms of Business Associationsdiversity In Corporate Governanceglobalisation of Corporate Governancecycles of Governancecrisis In Corporate Governance

The US Stock Market Bubble

Enron and World Com

Reform Of Corporate Governance

Sarbanes-Oxley Act

Continuing Crisis In Corporate Governanceceo Pay

Earnings Misstatements

Governance and Corporate Performancecorporate Governance and Sustainabilityagency and Double Agency Dilemmastheoretical Perspectives on Boards and Governance

Multiple Theoretical Lenses

Approach of this Book

Boards and Directors

The Political Mechanisms of Corporate Governanceintroductionwhat Do Boards Do?

Directors' Duties

Business Judgement Rule

Board Duties and Functionsboard and Ceo Relationshipactive and Passive Boards

Active Boards

Passive Boards

The Enron Board

Asleep at the Wheelthe Worldcom Board

Going Through the Motionsboards And Performance

Accountability and Value Creation?

Changing Roles of Boards and Directors

Types of Boards: Unitary and Supervisory Boards

Elements of Board Design

The Reform of Boardsthe Effective Chairmanthe Role of Non-Executive Directors

Independence?

Board Best Practicesinvestigating Board Processesboard Roles in Monitoring and Strategy?

Accountability and Risk Management

Internal Controls

Identifying Risks

Conflicts of Interest

Disclosurethe Strategic Role of the Board

Independence and Involvement

Conflicts of Interest

To Whom Is the Board Responsible?

Shareholder Primacy

Ceo Power and Capability

Management Vision CEO Power Esprit De Corps

Management and Board Defencesceo and Executive Compensationexecutive Remuneration Guidelinesthe Decline and Fall of The Emperor Ceo?

Conclusions

Finance, Law and Markets: The Institutional Elements of Corporate Governance

Introduction

Corporate Governance Regimes

Institutional Origins of Corporate Governance

The Separation of Ownership and Control

The Development of Law and Regulationbank, Majority and Market Based Finance

Majority Group Control

The Market For Corporate Control

Alternative Corporate Governance Systems

Control Mechanisms in Corporate Governancecrises in Corporate Governancethe Increasing Importance Of Institutional Investors

Increasing Scale and Activity

Patient Capital?

Hedge Funds: The Wolf in Shareholder's Clothing?

Private Equity

Breaking the Short-Term Cycle

A New Era for Institutional Investors?

Corporate Governance and Corporate Performance

The Reluctance of the Institutions to Exercise Governance Oversight

How Institutions Do Get Involved in Corporate Governance

The Governance of Investment Institutions

Conclusions

References

Anglo-american corporate Governanceintroductionmarket Based Systems Of Corporate Governance United States Corporation Regulation

Delaware

Further Efforts at Reform

Corporate Failure and the Reform of Corporate Governance

United Kingdom

Cadbury Reforms

Australia and New Zealandshareholder Value Orientation

Critique of Shareholder Value

The New Economy

The Enron ShockWider Implications of Enron and the Sarbanes-Oxley ActNew York Stock Exchange: Grasso's Fall

Big on Marketing, Light on Regulation

Inequality in United States

Corporate Governance Reform Around The World

Corporate Failure in Other Countries

US Company Earnings Misstatements

Sarbanes-Oxley Costs of Implementation

Rules-Based and Principles-Based Approaches

Further Corporate Governance Reform in the Ukfurther Corporate Governance Reform In Australiaasx

Corporate Governance Principles

European Corporate Governanceintroductioneuropean Relationship Based

Approachesbank Finance and Business Networksregional Variationsdifferent Political, Legal and Regulatory Structuresthe Development Of European Corporate Governance Codes

Code Convergence

The Transformation of Corporate Governance Systems

Germany

France

Italy

Corporate Governance Failure In Europethe Ref

Table of Contents provided by Publisher. All Rights Reserved.