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Fundamentals of Corporate Governance assembles definitive work by leading international scholars in the field of corporate governance from the United States, UK, Europe, Asia and Australia. The editors of this four-volume set provide an illuminating focus on the mechanisms and institutions of corporate governance. Each of the volumes address a major theme, examining historical and current debates, analyzing research findings, and projecting policy development. Volume I explores fundamental issues of ownership and control. Volume II looks at the board of directors and how boards maintain balance and exercise strategic control. Volume III examines the controversial issue of CEO power and reward. Volume IV considers the increasing influence of institutional investors and the importance of corporate social responsibility. Fundamentals of Corporate Governance appeals to university and institutional libraries wishing to have an accessible, authoritative guide to corporate governance. As corporate governance has become more prominent in public debate it is increasingly included in the mainstream business and management curriculum, and this critical development is likely to continue.
Volume One Ownership and ControlIntroduction The Fundamentals of Corporate GovernancePART ONE: THE DIMENSIONS OF CORPORATE GOVERNANCEThe Ideology of Corporate Governance - R I TrickerThe Semantics of Governance - R ApredaCorporate Social Responsibility - A CadburyCorporate Governance - Shann Turnbull Theories, Challenges and ParadigmsInstitutionalizing Codes of Governance - A Enrione et alPART TWO: THE SEPARATION OF OWNERSHIP AND CONTROL IN THE UNITED STATESCorporate Ownership and Control - M Zeitlin The Large Corporation and the Capitalist ClassOwnership Organization and Firm Performance - D L Kang and A B SorensenWho Controls Us? - Y Gadhoum et alPART THREE: THE SEPARATION OF OWNERSHIP AND CONTROL AROUND THE WORLDThe Separation of Ownership and Control in East Asian Corporations - S Claessens et alThe Ultimate Ownership of Western European Corporations - M Faccio and L H P LangThe Role of Oligarchs in Russian Capitalism - S Guriev and A RachinskyPART FOUR: FAMILY OWNERSHIPCorporate Governance and Competitive Advantage in Family-Controlled Firms - M CarneyPART FIVE: INSTITUTIONAL INVESTORS: REUNITING OWNERSHIP AND CONTROLThe Emergence of Universal Owners - J Hawley and A WilliamsInstitutional Investors, Corporate Governance and the Performance of the Corporate Sector - E P DavisThe Antecedents of Institutional Investor Activism - L V Ryan and M SchneiderHow to Return Corporate America to Its Owners - J Bogle Owners of the World Unite!Volume Two Boards and DirectorsPART SIX: THE CONTEST FOR CONTROL: BOARDS AND DIRECTORSWho Controls Whom? An Examination of the Relation between Management and Boards of Directors in Large American Corporations - M S MizruchiInternal and External Governance Mechanisms - C Weir et al Their Impact on the Performance of Large UK Public CompaniesShareholder Activism - J M Loring and C K Taylor Directional Responses to Investors' Attempts to Change the Corporate Governance LandscapeAlternative Internal Controls as Substitutes of the Board of Directors - C Fernandez and R ArrondoThe Composition of Boards of Directors and Strategic Control - B Baysinger and R Hoskisson Effects on Corporate StrategyThe Strategic Role of the Board - P Stiles and B TaylorPART SEVEN: MAINTAINING BALANCE: THE ROLE OF THE CHAIRThe Chairman and the Chief Executive - Sir A CadburyIndependence of the Chairman and Board Composition - J W Coles and W Hesterly Firm Choices and Shareholder ValuePART EIGHT: THE STRUGGLE FOR INDEPENDENCE: NON-EXECUTIVE DIRECTORSDo Independent Directors Add Value? - Z Matolcsy, D Stokes and A WrightBeyond Agency Conceptions of the Work of the Non-Executive Director - J Roberts et al Creating Accountability in the BoardroomBeyond 'Independent' Directors - Editor A Functional Approach to Board IndependencePART NINE: DEVOLVING POWER: NOMINATION AND SUCCESSION COMMITTEESContextual Influences on Executive Selection - J P Guthrie and D Datta Firm Characteristics and CEO ExperienceThe Determinants and Effects of Board Nomination Committees - W Ruigrok et alPART TEN: EVALUATING EXECUTIVES: THE REMUNERATION COMMITTEEBoard Control, Remuneration Committees and Top Management Compensation - M J Conyon and S I PeckHow Independent Is Your Compensation Committee? - R E WoodDevelopments in Remuneration Policy - A R GoobeyEvaluating and Monitoring CEO Performance - M J Epstein and M-J Roy Evidence from U S Compensation Committee ReportsPART ELEVEN: INTERNAL CONTROL: THE AUDIT COMMITTEECeremonies of Governance - L F Spira Perspectives on the Role of the Audit CommitteeThe Corporate Governance Effects of Audit Committees - S Turley and M ZamanCorporate Governance Reforms - S C Vera-Munoz Redefined Expectations of Audit Committee Responsibilities and EffectivenessVolume Three Executives and PerformancePART TWELVE: AGENCY DILEMMASAgency Problems and the Theory of the Firm - E F FamaLiquidity versus Control - J C Coffee Jr The Institutional Investor as Corporate MonitorEnron - B Arnold and P de Lange An Examination of Agency ProblemsCorporate Governance and New Organizational Forms - J Child and S B Rodrigues Issues of Double and Multiple AgencyPART THIRTEEN: FIRM PERFORMANCEBoard of Directors, Market Discipline and Firm Performance - R BozecTop Management Teams, Strategy and Financial Performance - S T Certo et al A Meta-Analytic ExaminationPART FOURTEEN: EXECUTIVE COMPENSATION I: CENTRAL CONCERNSPower and Pay - G M Elhagrasey et al The Politics of CEO CompensationCorporate Governance Reform and CEO Compensation - E Matsumura and J Shin Intended and Unintended ConsequencesExecutive Compensation and Incentives - M J ConyonPART FIFTEEN: EXECUTIVE COMPENSATION II: CURRENT CONTROVERSIESYes, Managers Should Be Paid Like Bureaucrats - B S Frey and M OsterlohPay without Performance - Lucian Arye Bebchuk and Jesse M Fried Overview of the IssuesExecutive Pensions - Lucian Arye Bebchuk and Robert J JacksonPART SIXTEEN: CEO POWERPolitical Dynamics and the Circulation of Power - W Ocasio CEO Succession in U S Industrial Corporations 1960-1990Power and the Japanese CEO - A BirdNew CEOs and Corporate Strategic Refocusing - G Bigley and M Wieserma How Experience as Heir Apparent Influences the Use of PowerPowerful CEOs and Their Impact on Corporate Performance - R B Adams et alVolume Four Stakeholders and SustainabilityPART SEVENTEEN: THE ENGAGEMENT OF INSTITUTIONAL INVESTORSPension Fund Corporate Engagement - G L Clark and T Hebb The Fifth Stage of CapitalismHolders of the Purse Strings - M Useem and O S Mitchell Governance and Performance of Public Retirement SystemsThe Ethical Undercurrents of Pension Fund Management - Ryan L Verstegen and B Dennis Establishing a Research AgendaWith Friends Like These, Who Needs Enemies? The Structure of the Investment Industry and Its Reluctance to Exercise Governance Oversight - A M ClearfieldThe Economic Inefficiency of Secrecy - T Hebb Pension Fund Investors' Corporate Transparency ConcernsPART EIGHTEEN: THE ACTIVISM OF INSTITUTIONAL INVESTORSLegal Reform and Shareholder Activism by Institutional Investors in Japan - T SekiInstitutional Ownership and Corporate Social Performance - D O Neubaum and S A Zahra The Moderating Effects of Investment Horizon, Activism and Co-OrdinationShaping the Shareholder Activism Agenda - W T Proffitt and A Spicer Institutional Investors and Global Social IssuesPART NINETEEN: GOVERNANCE AND EMPLOYEESFrom Industrial Relations to Investor Relations? Persistence and Change in Japanese Corporate Governance, Employment Practices and Industrial Relations - I TakeshiFirm-Specific Human Capital and Theories of the Firm - M M BlairLabor's Role in the American Corporate Governance Structure - M O'ConnorCorporate Governance and Workers' Participation - R GoodijkCorporate Governance Reforms, Labor Law Developments and the Future of Japan's Practice-Dependent Stakeholder Model - T ArakiPART TWENTY: CORPORATE SOCIAL RESPONSIBILITYCorporate Social Responsibility - P Redmond An OverviewA New Politics of Engagement - A O'Rourke Shareholder Activism for Corporate Social ResponsibilityCorporate Social Responsibility Theories - E Garriga and D Mel[ac]e Mapping the TerritoryThe Complementarity between Corporate Governance and Corporate Social Responsibility - A BeltrattiPART TWENTY-ONE: CORPORATE SUSTAINABILITYCorporate Governance and Climate Change - D G Cogan Making the ConnectionFramework for Understanding International Collective Action for Climate Change - N Stern
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- ID: 9781412935890
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