This is the table of contents for the book Governing Corporations (v. 1.0). For more details on it (including licensing), click here.

For more information on the source of this book, or why it is available for free, please see the project's home page. You can browse or download additional books there.

Help Creative Commons

Creative Commons supports free culture from music to education. Their licenses helped make this book available to you.

Help a Public School

DonorsChoose.org helps people like you help teachers fund their classroom projects, from art supplies to books to calculators.

Governing Corporations

Table of Contents

• Preface

• Introduction

• Chapter 1: Corporate Governance: Linking Corporations and Society

  • The U.S. Corporate Governance System
  • Corporate Governance Elsewhere in the World
  • Corporate Governance in America: A Brief History
  • The Meltdown of 2001
  • The Financial Crisis of 2008

• Chapter 2: Governance and Accountability

  • Who Owns the Corporation? The Legal Debate
  • Focus of U.S. Governance Law: Conduct or Accountability?
  • Corporate Purpose: A Societal Perspective
  • The Primacy of Shareholder Interests: A Historical Perspective
  • Governance Without a Shared Purpose?
  • Is Shareholder Value Maximization the Right Objective?
  • Stakeholder Theory: A Viable Alternative?
  • Resolving the Conflict: Toward Enlightened Value Maximization?

• Chapter 3: The Board of Directors: Role and Composition

  • The Board’s Responsibilities: The Legal Framework
  • A Board’s Role: A Governance Perspective
  • The Board’s Role: Governance, Not Management
  • Governance Guidelines
  • Recent Board Trends
  • Board Leadership: Should We Separate the Chairman and CEO Positions?
  • Board Committees and Director Compensation

• Chapter 4: Recent U.S. Governance Reforms

  • Recent Governance Reforms: An Executive Summary
  • Analysis: Stronger Governance or Regulatory Overkill?
  • Synthesis: What Is the State of U.S. Corporate Governance?
  • The Challenge: Striking a Balance

• Chapter 5: CEO Selection and Succession Planning

  • CEO Selection: A Key Board Responsibility
  • Succession Planning Is an Ongoing Process
  • CEO Turnover: Different Scenarios, Different Challenges
  • CEO Selection: Common Board Mistakes
  • Insider or Outsider?
  • Grooming the Next CEO
  • Succession Planning: Best Practices

• Chapter 6: Oversight, Compliance, and Risk Management

  • The New Regulatory Climate
  • Warren Buffett on the Challenge of the Audit Committee
  • Legal Issues Regarding Oversight
  • Red Flags in Management Culture, Strategies, and Practices
  • Questions About Ethics and Compliance for the Board
  • Questions About Hedging, Derivatives, and Trading Risks
  • Enterprise Risk Management: The Board’s New Tool
  • Codes of Ethics and Codes of Conduct

• Chapter 7: The Board’s Role in Strategy Development

  • Who Is Responsible for Strategy Development?
  • A Framework for Board Strategy Engagement
  • The Board’s Involvement in Strategy: Special Situations
  • Monitoring Strategy Implementation: Choosing Metrics
  • Creating a Strategy-Focused Board

• Chapter 8: CEO Performance Evaluation and Executive Compensation

  • CEO Performance Evaluation
  • Executive Compensation
  • The Role of the Compensation Committee
  • Executive Compensation: Best Practices

• Chapter 9: Responding to External Pressures and Unforeseen Events

  • The Rise of Shareholder Activism
  • Demands for Corporate Social Responsibility (CSR)
  • Dealing With Hostile Takeovers
  • The Board’s Role in Crisis Management

• Chapter 10: Creating a High-Performance Board

  • Managing Itself: A Board’s First Priority
  • What Defines the Best In-Class Boards?
  • The Right Leadership: The Key to Board Effectiveness
  • Understanding the “Sociology” of the Board
  • Time and Information Deficits: Barriers to Board Effectiveness
  • Building the Right Team: Board Composition
  • Board Self-Evaluation

• Chapter 11: Epilogue: The Future of Corporate Governance

  • About Epilogues
  • The Global Convergence of Corporate Governance Practices
  • Global Investor Concerns
  • Global Convergence of Systems, Requirements, and Practices
  • Prospects for Further U.S. Governance Reform
  • A New Compact Between Business and Society?

• Appendix A: Sarbanes-Oxley and Other Recent Reforms

  • Appendix Introduction
  • Overview
  • Director Independence
  • Audit Committees
  • Compensation Committees
  • Nominating Committees
  • Shareholder Approval for Equity-Compensation Plans
  • Codes of Ethics and Conduct
  • Certification of Financial Statements
  • Payments to Directors and Officers
  • Creation of the PCAOB
  • Disclosure of Internal Controls

• Appendix B: Red Flags in Management

• Appendix C: Enterprise Risk Management: Ask the Board

  • Appendix Introduction
  • Questions Boards Should Ask About Risk Management

• References