目錄
Preface
Chapter 1 Introduction to Corporate Governance
Self-Interested Executives
Defining Corporate Governance
Corporate Governance Standards
Best Practice or Best Practices? Does "One Size Fit All"?
Relationship between Corporate Governance and Firm Performance
Endnotes
Chapter 2 International Corporate Governance
Capital Market Efficiency
Legal Tradition
Accounting Standards
Enforcement of Regulations
Societal and Cultural Values
Individual National Governance Structures
Endnotes
Interlude
Chapter 3 Board of Directors: Duties and Liability
Board Responsibilities
Board Independence
The Operations of the Board
Duration of Director Terms
Director Elections
Removal of Directors
Legal Obligations of Directors
Endnotes
Chapter 4 Board of Directors: Selection, Compensation, and Removal
Market for Directors
Director Recruitment Process
Director Compensation
Removal of Directors
Endnotes
Chapter 5 Board of Directors: Structure and Consequences
Board Structure
Summary
Endnotes
Interlude
Chapter 6 Strategy, Performance Measurement, and Risk Management
Organizational Strategy
Strategy Implementation Process
Business Model Development and Testing
Key Performance Measures
How Well Are Boards Doing with Performance Measures and Business Models?
Risk and Risk Management
Risk and Risk Tolerance
Risk to the Business Model
Risk Management
Oversight of Risk Management
Assessing Board Performance on Risk Management
Cybersecurity
Endnotes
Chapter 7 CEO Selection, Turnover, and Succession Planning
Labor Market for Chief Executive Officers
Labor Pool of CEO Talent
CEO Turnover
Newly Appointed CEOs
Models of CEO Succession
The Succession ProcessHow Well Are Boards Doing with Succession Planning?
Executive Search Firms
Endnotes
Chapter 8 Executive Compensation and Incentives
The Controversy over Executive Compensation
Competing Theories of CEO Pay
Components of Compensation
Determining Compensation
Compensation Consultants
Compensation Levels
Ratio of CEO Pay to Other Top Executive Pay
Ratio of CEO Pay to Average Employee Pay
Compensation Mix
Short-Term Incentives
Long-Term Incentives
Benefits and Perquisites
Compensation Disclosure
Say-on-Pay
Competing Theories of CEO Pay
Endnotes
Chapter 9 Executive Equity Ownership
Equity Ownership and Firm Performance
Equity Ownership and Risk
Equity Ownership and Agency Costs
Accounting Manipulation
Manipulation of Equity Grants
Equity Sales and Insider Trading
Rule 10b5-1
Hedging
Pledging
Repricing and Exchange Offers
Endnotes
Chapter 10 Financial Reporting and External Audit
The Audit Committee
Accounting Quality, Transparency, and Controls
Financial Reporting Quality
Financial Restatements
Models to Detect Accounting Manipulations
The External Audit
Audit Quality
Structure of Audit Industry
Impact of Sarbanes-Oxley
External Auditor as CFO
Auditor Rotation
Endnotes
Chapter 11 The Market for Corporate Control
The Market for Corporate Control
Stock Market Assessment of Acquiring and Target Firms
Antitakeover Protections
Antitakeover Actions
Warding Off Unwanted Acquirers
Endnotes
Chapter 12 Shareholders and Shareholder Activism
The Role of Shareholders
Blockholders and Institutional Investors
Institutional Investors and Proxy Voting
Activist Investors
The Rise of Index Investing
Shareholder Democracy and Corporate Engagement
Proxy Advisory Firms
Endnotes
Chapter 13 Stakeholders and Stakeholder Activism
Pressure to Incorporate Stakeholder Interests
Legal and Economic Implications
Director and CEO Views on Stakeholders
ESG Metrics and Disclosure
External Assessment of ESG
Endnotes
Chapter 14 Corporate Governance and ESG Ratings
Third-Party Ratings
Credit Ratings
Commercial Corporate Governance Ratings
Governance Rating Systems by Academic Researchers
The Viability of Governance Ratings
ESG Ratings
Endnotes
Chapter 15 Alternative Models of Governance
Family-Controlled Corporations
Venture-Backed Companies
Private Equity-Owned Companies
Nonprofit Organizations
Endnotes
Chapter 16 Summary and Conclusions
Testing Remains Insufficient
The Current Focus Is Misdirected
Important Variables Are Clearly Missing
Context Is Important
Rights of Shareholders and Stakeholders
Endnotes
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