Nguồn ngoài

Corporate Governance

Corporate Governance by de Kluyver is a primer on corporate governance. It is designed to help students understand corporate governance by looking at the subject from both a macro- and micro-perspective. Historical data and examples including the recent scandals that have torn the fabric of capitalism pave a pathway to the principal challenges facing today's corporate boards, and how to successfully manage them.

Management Business

Tác giả: de Kluyver
Nhà xuất bản: LibreTexts
Nguồn: LibreTexts
Giấy phép: CC BY-NC-SA
Ngôn ngữ: EN
Danh mục: Quản trị kinh doanh

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Mục lục· 100 mục

01: Linking Corporations and Society
1.01: The U.S. Corporate Governance System
1.02: Corporate Governance Elsewhere in the World
1.03: A Brief History
1.04: The Meltdown of 2001
1.05: The Financial Crisis of 2008
02: Governance and Accountability
2.01: Who Owns the Corporation The Legal Debate
2.02: Conduct or Accountability
2.03: Corporate Purpose - A Societal Perspective
2.04: The Primacy of Shareholder Interests - A Historical Perspective
2.05: Governance Without a Shared Purpose
2.06: Is Shareholder Value Maximization the Right Objective
2.07: Stakeholder Theory - A Viable Alternative
2.08: Resolving the Conflict - Toward Enlightened Value Maximization
03: Role and Composition
3.01: The Boards Responsibilities - The Legal Framework
3.02: A Boards Role -A Governance Perspective
3.03: The Boards Role - Governance Not Management
3.04: Governance Guidelines
3.05: Recent Board Trends
3.06: Board Leadership - Should We Separate the Chairman and CEO Positions
3.07: Board Committees and Director Compensation
04: Recent U.S. Governance Reforms
4.01: Recent Governance Reforms - An Executive Summary
4.02: Analysis - Stronger Governance or Regulatory Overkill
4.03: Synthesis - What Is the State of U.S. Corporate Governance
4.04: The Challenge - Striking a Balance
05: CEO Selection and Succession Planning
5.01: CEO Selection - A Key Board Responsibility
5.02: Succession Planning is an Ongoing Process
5.03: CEO Turnover - Different Scenarios Different Challenges
5.04: CEO Selection - Common Board Mistakes
5.05: Insider or Outsider
5.06: Grooming the Next CEO
5.07: Succession Planning- Best Practices
06: Oversight Compliance and Risk Management
6.01: The New Regulatory Climate
6.02: Warren Buffett on the Challenge of the Audit Committee
6.03: Legal Issues Regarding Oversight
6.04: Red Flags in Management Culture Strategies and Practices
6.05: Questions About Ethics and Compliance for the Board
6.06: Questions About Hedging Derivatives and Trading Risks
6.07: Enterprise Risk Management - The Boards New Tool
6.08: Codes of Ethics and Codes of Conduct
07: The Boards Role in Strategy Development
7.01: Who Is Responsible for Strategy Development
7.02: A Framework for Board Strategy Engagement
7.03: The Boards Involvement in Strategy - Special Situations
7.04: Monitoring Strategy Implementation - Choosing Metrics
7.05: Creating a Strategy-Focused Board
08: CEO Performance Evaluation and Executive Compensation
8.01: CEO Performance Evaluation
8.02: Executive Compensation
8.03: The Role of the Compensation Committee
8.04: Executive Compensation - Best Practices
09: Responding to External Pressures and Unforeseen Events
9.01: The Rise of Shareholder Activism
9.02: Demands for Corporate Social Responsibility (CSR)
9.03: Dealing With Hostile Takeovers
9.04: The Boards Role in Crisis Management
10: Creating a High-Performance Board
10.01: Managing Itself - A Boards First Priority
10.02: What Defines the Best In-Class Boards
10.03: The Right Leadership - The Key to Board Effectiveness
10.04: Understanding the Sociology of the Board
10.05: Time and Information Deficits - Barriers to Board Effectiveness
10.06: Building the Right Team - Board Composition
10.07: Board Self-Evaluation
11: Epilogue - The Future of Corporate Governance
11.01: About Epilogues
11.02: The Global Convergence of Corporate Governance Practices
11.03: Global Investor Concerns
11.04: Global Convergence of Systems Requirements and Practices
11.05: Prospects for Further U.S. Governance Reform
11.06: A New Compact Between Business and Society
12: Appendix A - Sarbanes-Oxley and Other Recent Reforms
12.01: (Marked for Deletion)
12.02: Overview
12.03: Director Independence
12.04: Audit Committees
12.05: Compensation Committees
12.06: Nominating Committees
12.07: Shareholder Approval for Equity-Compensation Plans
12.08: Codes of Ethics and Conduct
12.09: Certification of Financial Statements
12.10: Creation of the PCAOB
12.11: Disclosure of Internal Controls
12.12: Payments to Directors and Officers
13: Appendix B - Red Flags in Management
13.01: Appendix Overview
13.02: Business Growth Strategy and Record
13.03: Equity Culture- Stock Price Appreciation Strategy and Management Ownership
13.04: Senior Management Character Compensation Composition Tenure Turnover and Succession
13.05: Corporate Culture and Business Practices
13.06: Companys Legal Business Financial Ownership and Tax Practices
13.07: Litigation Regulatory and Governmental Actions and Track Record
14: Appendix C- Enterprise Risk Management- Ask the Board
14.01: Appendix Introduction
14.02: Questions Boards Should Ask About Risk Management