Corporate Governance / Edition 3

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Building on the success of the last two editions, this textbook provides both undergraduate and postgraduate students with a through introduction to the field.

Feature of this new edition:

Contemporary coverage of the banking crisis and its effect on corporate governance.

An international approach, including governance issues in China, India and Brazil.

New material on private equity and sovereign wealth funds.

New case studies, examples and over 20 clippings from the Financial Times, illustrating the application of corporate governance in the real world.

Includes recent developments in codes and guidelines to ensure the reader is fully up to date.

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Product Details

  • ISBN-13: 9780199566457
  • Publisher: Oxford University Press, USA
  • Publication date: 2/22/2010
  • Edition description: Older Edition
  • Edition number: 3
  • Pages: 360
  • Product dimensions: 7.40 (w) x 9.60 (h) x 1.00 (d)

Meet the Author

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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Table of Contents

List of Figures xv

List of Mini Case Studies xvi

List of Tables xvii

List of Abbreviations xviii

Glossary xx

1 Introduction 1

Part 1 Developments in Corporate Governance

2 Theoretical Aspects of Corporate Governance 13

Introduction 13

Theories associated with the development of corporate governance 14

Agency theory 14

Separation of ownership and control 15

Transaction cost economics 17

Stakeholder theory 18

Stewardship theory 19

The theories in context 20

Convergence 20

Conclusions 21

3 Development of Corporate Governance Codes 25

The growth in corporate governance codes 25

Corporate governance in the UK 26

Cadbury Report (1992) 35

OECD Principles of Corporate Governance (1999) as revised (2004) 37

World Bank 39

Global Corporate Governance Forum 39

International Corporate Governance Network 40

Commonwealth Association for Corporate Governance 40

EU and Corporate Governance 41

Basle Committee 42

US corporate governance 43

Delaware corporate law 44

Employee Retirement Income Security Act 1974 44

Sarbanes–Oxley Act 2002 44

Commission on Public Trust and Private Enterprise 2003 46

NYSE Corporate Governance Rules (2003) 48

Emergency Economic Stabilization Act (2008) 49

NACD Key Agreed Principles to Strengthen Corporate Governance for US Publicly Traded Companies (2008) 49

NGOs, public sector, non-profit organizations, and charities 50

Conclusions 52

Part 2 Owners and Stakeholders

4 Shareholders and Stakeholders 63

Shareholders and stakeholders 63

Stakeholder groups 65

Guidance on shareholders' and stakeholders' interests 67

Roles of shareholders and stakeholders 72

Conclusions 73

5 Family-owned Firms 83

Introduction 83

Ownership structures around the world 83

Family-owned firms and governance 85

Smaller quoted companies 87

Conclusions 89

6 The Role of Institutional Investors in Corporate Governance 105

Introduction 105

Growth of institutional share ownership 106

Influence of institutional investors 107

Private equity and sovereign wealth funds 112

Institutional investors' relationship with investee companies 114

Tools of corporate governance 114

Corporate governance and corporate performance 122

Conclusions 124

7 Socially Responsible Investment 137

Introduction 137

SRI and corporate governance 138

Strategies for SRI 139

Institutional investors' policies 140

International guidance 144

CSR indices 145

Corporate social responsibility 146

The impact on shareholder value 147

Conclusions 148

Part 3 Directors and Board Structure

8 Directors and Board Structure 161

Introduction 161

Unitary board versus dual board 161

Combined Code 163

The board of directors 164

Role of the board 164

Role, duties, and responsibilities 165

Board sub-committees 168

Audit committee 169

Remuneration committee 170

Nomination committee 171

Risk committee 172

Ethics committee 173

Non-executive directors 173

Independence of non-executive directors 174

Contribution of non-executive directors 175

Higgs Review 176

Director evaluation 176

Board diversity 178

Conclusions 178

9 Directors' Performance and Remuneration 189

The directors' remuneration debate 189

Key elements of directors' remuneration 192

Role of the remuneration committee 193

Performance measures 194

Remuneration of non-executive directors 196

Disclosure of directors' remuneration 197

International guidance on executive remuneration 198

Conclusions 200

Part 4 International Corporate Governance

10 Corporate Governance in Continental Europe 211

Background 211

Germany 214

Denmark 220

France 225

Italy 230

Convergence or divergence 235

Conclusions 236

11 Corporate Governance in Central and Eastern Europe 245

Introduction 245

Privatization process and its implications 246

The Czech Republic 247

Poland 255

Russia 260

Hungary 266

Conclusions 271

12 Corporate Governance in the Asia-Pacific 281

Introduction 281

Japan 282

South Korea 288

Malaysia 291

China 294

Australia 299

Conclusions 305

13 Corporate Governance in South Africa, India, and Brazil 317

Introduction 317

South Africa 318

India 322

Brazil 325

Conclusions 331

14 Conclusions 343

Index 347

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