Corporate Governance

Front Cover
Oxford University Press, 2007 - Business & Economics - 316 pages
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The second edition of this well-established text is student- focused with an international approach to corporate governance. Well written and easy to engage with, a sound theoretical base is built upon to encompass the latest developments in corporate governance. The increasingly topical areas of globalization and emerging markets are tackled and changes in corporate governance codes in the UK and internationally are accounted for. The new edition features an expanded section on International Governance, with sections on governance issues in Continental Europe, Eastern Europe, Southeast Asia and India, South Africa, and Brazil. These are placed in context in the concluding chapter, which discusses Corporate Governance internationally and why international issues are important to the student. Suitable for both undergraduate and postgraduate students studying a module in Corporate Governance, the book stimulates student interest by drawing from a range of empirical, practitioner and academic research. The text contains excellent pedagogical features including topical case studies, thought provoking questions and exercises, useful chapter summaries and introductions and helpful web links to an Online Resource Centre that features a wealth of resources and pedagogy. This is the only European textbook in the field of corporate governance and so it is the key text for all students of the subject. Online Resource Centre For Students: crosswords created from the keyglossary terms, fill in the gaps questions, articles and links. For lecturers: PowerPoint slides.
  

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Contents

Introduction
xx
Developments in Corporate Governance
8
Theoretical Aspects of Corporate Governance
10
Theories associated with the development of corporate governance
11
Separation of ownership and control
12
Transaction cost economics
13
Stakeholder theory
15
The theories in context
16
Combined Code
122
The board of directors
123
Role duties and responsibilities
124
Board subcommittees
127
Remuneration committee
128
Risk committee
130
Nonexecutive directors
131
Contribution of nonexecutive directors
133

Convergence
17
Development of Corporate Governance Codes
20
Corporate governance in the UK
21
Cadbury Report 1992
28
OECD Principles of Corporate Governance 1999 as revised 2004
30
World Bank
32
International Corporate Governance Network
33
EU Company Law Experts
34
US corporate governance
35
Delaware corporate law
36
Commission on Public Trust and Private Enterprise 2003
38
Conclusions
41
Owners and Stakeholders
46
Shareholders and Stakeholders
48
Stakeholder groups
49
Guidance on shareholders and stakeholders interests
52
Roles of shareholders and stakeholders
56
Conclusions
57
Familyowned Firms
64
Familyowned firms and governance
66
Smaller quoted companies
68
Conclusions
70
The Role of Institutional Investors in Corporate Governance
79
Growth of institutional share ownership
80
Influence of institutional investors
81
Institutional investors relationship with investee companies
85
Corporate governance and corporate performance
91
Conclusions
93
Socially Responsible Investment
100
SRI and corporate governance
101
Strategies for SRI
102
Institutional investors policies
103
International guidance
105
CSR indices
106
Corporate social responsibility
107
The impact on shareholder value
108
Conclusions
109
Directors and Board Structure
118
Directors and Board Structure
120
Conclusions
135
Directors Performance and Remuneration
141
Key elements of directors remuneration
142
Role of the remuneration committee
143
Performance measures
144
Remuneration of nonexecutive directors
146
International guidance on executive remuneration
147
Conclusions
148
International Corporate Governance
156
Corporate Governance in Continental Europe
158
Germany
161
Denmark
166
France
171
Italy
175
Convergence or divergence
180
Corporate Governance in Central and Eastern Europe
187
Privatization process and its implications
188
The Czech Republic
189
Poland
197
Russia
201
Hungary
206
Conclusions
211
Corporate Governance in the AsiaPacific
218
Japan
219
South Korea
224
Malaysia
227
China
230
Australia
235
Conclusions
240
Corporate Governance in South Africa India and Brazil
246
South Africa
247
India
250
Brazil
253
Conclusions
258
Conclusions
265
THE COMBINED CODE ON CORPORATE GOVERNANCE 2006
270
INDEX
310
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About the author (2007)


Professor Christine Mallin is Professor of Finance and Director of the Centre for Corporate Governance Research at the University of Birmingham. She is the editor of Corporate Governance: An International Review, published by Blackwell's.

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