This is the table of contents for the book Governing Corporations (v. 1.0). For more details on it (including licensing), click here.
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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)
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)
Chapter 4: Recent U.S. Governance Reforms (download PDF: 84 KB)
Chapter 5: CEO Selection and Succession Planning (download PDF: 94 KB)
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)
Chapter 8: CEO Performance Evaluation and Executive Compensation (download PDF: 91 KB)
Chapter 9: Responding to External Pressures and Unforeseen Events (download PDF: 88 KB)
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)
Appendix A: Sarbanes-Oxley and Other Recent Reforms (download PDF: 67 KB)
- Appendix Introduction
- 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)
References (download PDF: 76 KB)