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Governing Corporations

If you would like to use this book offline, you may download a copy of the full book as a PDF (527 KB, suitable for printing or most e-readers), or a .zip file containing these HTML files (for use in a web browser offline). Individual chapter PDFs are available below.

Table of Contents

• Preface (download PDF: 38 KB)

• Introduction (download PDF: 52 KB)

• Chapter 1: Corporate Governance: Linking Corporations and Society (download PDF: 100 KB)

  • 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 (download PDF: 105 KB)

  • 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(download PDF: 111 KB)

  • 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 (download PDF: 84 KB)

  • 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 (download PDF: 94 KB)

  • 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(download PDF: 86 KB)

  • 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 (download PDF: 96 KB)

  • 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 (download PDF: 91 KB)

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

• Chapter 9: Responding to External Pressures and Unforeseen Events (download PDF: 88 KB)

  • 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 (download PDF: 97 KB)

  • 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(download PDF: 93 KB)

  • 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 (download PDF: 67 KB)

  • 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 (download PDF: 68 KB)

• Appendix C: Enterprise Risk Management: Ask the Board(download PDF: 66 KB)

  • Appendix Introduction
  • Questions Boards Should Ask About Risk Management

• References (download PDF: 76 KB)