Corporations with a Conscience Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.
Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: International corporate governance. Compensation, equity ownership, incentives, and the labor market for CEOs. Optimal board structure, tradeoffs, and consequences. Governance, organizational strategy, business models, and risk management. Succession planning. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.
Nearly seventy years after the last great stock market bubble and crash, another bubble emerged and burst, despite a thick layer of regulation designed since the 1930s to prevent such things. This time the bubble was enormous, reflecting nearly twenty years of double-digit stock market growth, and its bursting had painful consequence. The search for culprits soon began, and many were discovered, including not only a number of overreaching corporations, but also their auditors, investment bankers, lawyers and indeed, their investors. In Governing the Modern Corporation, Smith and Walter analyze the structure of market capitalism to see what went wrong.They begin by examining the developments that have made modern financial markets--now capitalized globally at about $70 trillion--so enormous, so volatile and such a source of wealth (and temptation) for all players. Then they report on the evolving role and function of the business corporation, the duties of its officers and directors and the power of its Chief Executive Officer who seeks to manage the company to achieve as favorable a stock price as possible.They next turn to the investing market itself, which comprises mainly financial institutions that own about two-thirds of all American stocks and trade about 90% of these stocks. These investors are well informed, highly trained professionals capable of making intelligent investment decisions on behalf of their clients, yet the best and brightest ultimately succumbed to the bubble and failed to carry out an appropriate governance role.In what follows, the roles and business practices of the principal financial intermediaries--notably auditors and bankers--are examined in detail. All, corporations, investors and intermediaries, are found to have been infected by deep-seated conflicts of interest, which add significant agency costs to the free-market system. The imperfect, politicized role of the regulators is also explored, with disappointing results. The entire system is seen to have been compromised by a variety of bacteria that crept in, little by little, over the years and were virtually invisible during the bubble years.These issues are now being addressed, in part by new regulation, in part by prosecutions and class action lawsuits, and in part by market forces responding to revelations of misconduct. But the authors note that all of the market's professional players--executives, investors, experts and intermediaries themselves--carry fiduciary obligations to the shareholders, clients, and investors whom they represent. More has to be done to find ways for these fiduciaries to be held accountable for the correct discharge of their duties.
Governing the Corporation is a unique forum combining the insights of some of the most influential minds involved in the governance of global financial markets with internationally recognised academics and practitioners. Divided into three sections, the book first examines changes to the regulation of markets and assesses the global implications of the export of Sarbanes-Oxley for financial sector governance. The second section examines the challenges facing the professions with critical analysis from leading lawyers and accountants. The final section calculates the effectiveness of state and self-regulatory policy and posits the importance of institutionalising an ethical framework tied to incentives. Each section of the book features contributions from regulators, practitioners and academics from a range of disciplines, including finance, political science, criminology, law and philosophy.
This Toolkit provides an overall framework with practical tools and information to help policymakers design and implement corporate governance reforms for state-owned enterprises. It concludes with guidance on managing the reform process, in particular how to prioritize and sequence reforms, build capacity, and engage with stakeholders.
Why does corporate governance--front page news with the collapse of Enron, WorldCom, and Parmalat--vary so dramatically around the world? This book explains how politics shapes corporate governance--how managers, shareholders, and workers jockey for advantage in setting the rules by which companies are run, and for whom they are run. It combines a clear theoretical model on this political interaction, with statistical evidence from thirty-nine countries of Europe, Asia, Africa, and North and South America and detailed narratives of country cases. This book differs sharply from most treatments by explaining differences in minority shareholder protections and ownership concentration among countries in terms of the interaction of economic preferences and political institutions. It explores in particular the crucial role of pension plans and financial intermediaries in shaping political preferences for different rules of corporate governance. The countries examined sort into two distinct groups: diffuse shareholding by external investors who pick a board that monitors the managers, and concentrated blockholding by insiders who monitor managers directly. Examining the political coalitions that form among or across management, owners, and workers, the authors find that certain coalitions encourage policies that promote diffuse shareholding, while other coalitions yield blockholding-oriented policies. Political institutions influence the probability of one coalition defeating another.
A detailed look at the importance of corporate governance in today's business world The importance of corporate governance became dramatically clear at the beginning of the twenty-first century as a series of corporate meltdowns from managerial fraud, misconduct, and negligence caused a massive loss of shareholder wealth. As part of the Robert W. Kolb Series in Finance, this book provides a comprehensive view of the shareholder-manager relationship and examines the current state of governance mechanisms in mitigating the principal-agent conflict. This book also offers informed suggestions and predictions about the future direction of corporate governance. Relies on recent research findings to provide guidance through the maze of theories and concepts Uses a structured approach to put corporate governance in perspective Addresses essential issues related to corporate governance including the idea of principal-agent conflict, role of the board of directors, executive compensation, corporate monitoring, proxy contests and corporate takeovers, and regulatory intervention Corporate governance is an essential part of mainstream finance. If you need to gain a better understanding of this topic, look no further than this book.
In the wake of the dramatic series of corporate meltdowns: Enron; Tyco; Adelphia; WorldCom; the timely new edition of this successful text provides students and business professionals with a welcome update of the key issues facing managers, boards of directors, investors, and shareholders. In addition to its authoritative overview of the history, the myth and the reality of corporate governance, this new edition has been updated to include: analysis of the latest cases of corporate disaster; An overview of corporate governance guidelines and codes of practice in developing and emerging markets new cases: Adelphia; Arthur Andersen; Tyco Laboratories; Worldcom; Gerstner's pay packet at IBM Once again in the new edition of their textbook, Robert A. G. Monks and Nell Minow show clearly the role of corporate governance in making sure the right questions are asked and the necessary checks and balances in place to protect the long-term, sustainable value of the enterprise. A CD-ROM containing a comprehensive case study of the Enron collapse, complete with senate hearings and video footage, accompanies the text. Further lecturer resources and links are available at www.blackwellpublishing.com/monks
The book: discusses and explains the central issuse of corporate governance; provides practical advice to chairmen and directors on their roles and responsibilities; and surveys the major codes of practice that have been developed throughout the 1990s.
Corporate governance for public companies in the United States today is a fragile balance between shareholders, board members, and CEOs. Shareholders, who are focused on profits, put pressure on boards, who are accountable for operations and profitability. Boards, in turn, pressure CEOs, who must answer to the board while building their own larger vision and strategy for the future of the company. In order for this structure to be successful in the long term, it is imperative that boards and CEOs come to understand each other’s roles and how best to work together. Drawing on four decades of experience advising boards and CEOs on how to do just that, Thomas A. Cole offers in CEO Leadership a straightforward and accessible guide to navigating corporate governance today. He explores the recurring question of whose benefit a corporation should be governed for, along with related matters of corporate social responsibility, and he explains the role of laws, market forces, and politics and their influence on the governance of public companies. For corporate directors, he provides a comprehensive examination of the roles, responsibilities, and accountability the role entails, while also offering guidance on how to be as effective as possible in addressing both routine corporate matters and special situations such as mergers and acquisitions, succession, and corporate crises. In addition, he offers practical suggestions for CEOs on leadership and their interactions with boards and shareholders. Cole also mounts a compelling case that a corporate culture that celebrates diversity and inclusion and has zero tolerance for sexual misconduct is critical to long-term business success. Filled with vignettes from Cole’s many years of experience in the board room and C-suite, CEO Leadership is an invaluable resource for current and prospective directors, CEOs, and other senior officers of public companies as well as the next generation of corporate leaders and their business and financial advisors.
