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    This document provides the table of contents for the book "Corporate Governance: Principles, Policies, and Practices" by Bob Tricker. The book covers corporate governance principles, theories, regulatory frameworks, models of governance, and practices. It is divided into three parts: Principles, Policies, and Practices. The table of contents lists the chapter titles and provides a brief overview of the topics covered in each chapter, such as definitions of governance, board structures, risk management, social responsibility, and international comparisons of governance systems.

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    812318722

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    185 views9 pages
    This document provides the table of contents for the book "Corporate Governance: Principles, Policies, and Practices" by Bob Tricker. The book covers corporate governance principles, theories, regulatory frameworks, models of governance, and practices. It is divided into three parts: Principles, Policies, and Practices. The table of contents lists the chapter titles and provides a brief overview of the topics covered in each chapter, such as definitions of governance, board structures, risk management, social responsibility, and international comparisons of governance systems.

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    This document provides the table of contents for the book "Corporate Governance: Principles, Policies, and Practices" by Bob Tricker. The book covers corporate governance principles, theories, regulatory frameworks, models of governance, and practices. It is divided into three parts: Principles, Policies, and Practices. The table of contents lists the chapter titles and provides a brief overview of the topics covered in each chapter, such as definitions of governance, board structures, risk management, social responsibility, and international comparisons of governance systems.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    185 views9 pages

    812318722

    Uploaded by

    Duy Pham
    This document provides the table of contents for the book "Corporate Governance: Principles, Policies, and Practices" by Bob Tricker. The book covers corporate governance principles, theories, regulatory frameworks, models of governance, and practices. It is divided into three parts: Principles, Policies, and Practices. The table of contents lists the chapter titles and provides a brief overview of the topics covered in each chapter, such as definitions of governance, board structures, risk management, social responsibility, and international comparisons of governance systems.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 9
    At a glance
    Powered by AI
    The text discusses the history and evolution of corporate governance as a field of study, including developments in the 1970s through the present day and implications of financial crises.

    Some of the major developments discussed include the creation of audit committees and two-tier boards in the 1970s, corporate collapses in the 1980s and 1990s that led to codes of corporate governance, and reactions to more failures in the early 2000s and post-financial crisis.

    Theories and philosophies mentioned include agency theory, transaction cost economics, stewardship theory, resource dependency theory, managerial and class hegemony perspectives, stakeholder philosophies, and enlightened shareholder theory.

    Corporate

    Governance

    Principles, Policies, and


    Practices

    THIRD EDITION

    Bob Tricker

    OXPORD
    UNIVERSITY PRESS

    Contents

    ListofCaseStudies
    Introduction

    xv
    xvii

    What the book is about

    xvii

    Who the book is for

    xvii

    The basis of the book

    xviii

    How the book came to be written: a personal


    note from the author

    xviii

    PART ONE Principles


    1

    Corporate Governance: Asubjectwhosetimehascome

    All corporate entities need governing


    Corporate governance is old, only the phrase is new

    3
    4

    The early days: merchants and monopolists


    The invention ofthe limited-liability Company

    5
    6

    The Separation of ownership from Operations


    Developments in the 1970s: audit committees, two-tier
    boards, and corporate responsibility
    Developments in the 1980s: corporate collapses

    7
    9
    10

    Developments in the 1990s: corporate governance codes arrive


    Developments early in the 21st Century: reactions to
    more corporate collapses

    12

    Corporate governance implications ofthe global financial crisis


    New frontiers for corporate governance

    17
    20

    Governance and Management

    30

    Definitions of corporate governance

    30

    The scopeof corporate governance


    The significance of constitutions for corporate entities

    32
    38

    The difference between governance and management


    The Performance and conformance aspects of governance

    43
    45

    Alternative board structures

    47

    Board diversity

    53

    15

    CONTENTS
    3

    Theoriesand Philosophiesof Corporate Governance

    59

    The agency dilemma

    59

    Agency theory

    61

    Transaction cost economics

    64

    Stewardship theory

    65

    Resource dependency theory

    68

    Managerial and dass hegemony


    Psychological and organizational perspectives

    68
    69

    The societal perspective: stakeholder philosophies

    70

    Enlightened shareholder theory


    Differing boundaries and levels: Systems theory

    71
    72

    A subject in search of its paradigm

    74

    The Governance Partnership: Investors, companies, and directors

    84

    Shareholder rights
    Shareholder stewardship and activism

    84
    86

    Shareholder Information

    90

    Different types of director


    Directors' legal duties and rights

    92
    96

    The board leadership role of the chairman

    98

    The corporate officers

    99

    The Regulatory Framework

    107

    Legislation, regulation, and corporate governance codes

    107

    Corporate regulation in the United States

    108

    Corporate regulation in the United Kingdom


    Corporate regulation in other countries

    115
    123

    Codes from international agencies


    Codes from institutional Investors

    128
    131

    Company codes
    Codes for the public and voluntary sectors
    The importance of compliance: corporate governance reports

    134
    136
    138

    Principles or prescription: the governance debate

    139

    Models of Corporate Governance

    147

    How context and culture affect corporate governance

    147

    The US rules-based model


    The UK/Commonwealth principles-based model
    The Continental European two-tier model
    The Japanese business network model

    149
    150
    151
    152

    CONTENTS
    The Asian family-based model

    154

    Corporate governance: convergence or differentiation?


    Institutions necessary for successful corporate governance

    155
    158

    PART TWO Policies


    7

    10

    165

    Functions ofthe Board


    What the board does

    167
    167

    Balancing the board's Performance and cpnformance roles


    Board committees: functions and authority

    178
    179

    Delegating board functions to management


    Corporate transparency

    182
    187

    The Governance of Corporate Risk


    The US COSO integrated framework for enterprise risk management (ERM)

    194
    195

    The global financial crisis: a new emphasis on corporate risk


    Levels of risk: the conceptof enterprise risk management

    196
    197

    Responsibility for risk profiling, risk strategy, risk policy, and risk supervision
    Identifying types of risk

    198
    200

    Riskanalysis
    Risk recognition and assessment

    204
    206

    Risk evaluation
    Risk management Information systems
    Risk transfer

    208
    210
    210

    Corporate Social Responsibility and Sustainability


    The concept of corporate social responsibility (CSR)

    219
    219

    Changing expectations in the governance of organizations


    Enlightened shareholder value (ESV)

    222
    224

    CSR strategies and policies

    225

    The CSR competency framework


    Balancing corporate responsibilities

    225
    228

    Sustainability and the triple bottom line


    Communication with stakeholders: integrated reporting
    The United Nations Global Reporting Initiative

    231
    232
    234

    The Governance of Listed Companies


    Ownership of listed companies
    Shareholder rights

    242
    242
    244

    CONTENTS

    11

    12

    Shareholder activism and the role of institutional Investors

    246

    Shareholder relations

    248

    Disclosure of substantial shareholdings and directors' interests

    249

    The governance of complex corporate structures

    250

    Block-holders and universal ownership

    256

    Dual-Iisted companies

    257

    Dual-class shares

    258

    Listings on alternative stock markets

    259

    The Governance of Private Companies and


    Other Corporate Entities
    The governance of private companies
    The governance of family-owned companies

    267
    268
    268

    The governance ofsubsidiaryand associated companies

    271

    The governance of employee-owned companies

    273

    The governance of Joint ventures


    The governance of mutuals, social enterprises, and non-profit entities

    275
    275

    The governance of partnerships and limited-liability


    partnerships

    279

    The governance of hedge funds, private equity,


    and sovereign funds

    281

    The State as shareholder

    287

    Corporate Governance around the World


    Corporate governance in China

    297
    297

    Corporate governance in India


    Corporate governance in Russia

    303
    305

    Corporate governance in Brazil


    Corporate governance in Hong Kong and Singapore
    Corporate governance in South Korea: the chaebol

    307
    308
    309

    Corporate governance in Japan


    Corporate governance in the Middle East and North Africa

    309
    310

    PART TH REE Practices


    13

    Board Membership: Directors' appointment, roles,


    and remuneration
    The appointment of directors
    Desirable attributes in a director

    315

    317
    317
    319

    14

    15

    16

    17

    Gore competencies of a director

    322

    Roles that directors play


    Directors' duties, rights, and powers

    323
    326

    Directors' disclosures, service contracts, and agreements

    328

    Directors' remuneration

    331

    Board Leadership: The reality of


    the boardroom
    How people, power, and politics affect practice

    345
    345

    The chairman's leadership role


    Sources of governance power

    346
    351

    Games that directors play


    Board styles and the culture of the board
    Business ethics begin in the boardroom

    353
    360
    364

    Corporate codes of ethics and their enforcement


    Implementing corporate governance below board level

    366
    370

    Board Activities: Corporate governance


    in practice
    Committees of the board
    The influence of the audit committee
    The role of internal audit in corporate governance

    379
    379
    381
    394

    The importance of the external auditor


    The significance of the Company secretary

    397
    401

    Board Effectiveness: Building better boards

    409

    Making a board affective


    Director orientation and director induction
    Director development, training, and updating

    409
    411
    413

    Directors' liabilities and indemnity

    415

    Board Information
    Managing meetings, agenda, and minutes
    Communications with shareholders and other stakeholders
    Appendix to Chapter 16: Director's induction checklist

    417
    422
    424
    430

    Board Evaluation: Reviewing directors and boards

    436

    Assessing boards and board committees

    436

    Assessing individual directors' Performance


    Corporate governance rating systems for companies
    Corporate governance assessment systems for countries

    447
    450
    453

    CONTENTS

    18

    Appendix to Chapter 17: The Fannie Mae corporate


    governance guidelines

    461

    Corporate Governance: The next thirty years

    469

    Today's frontiers of corporate governance

    470

    Beyond today's frontiers of corporate governance

    477

    Drivers of change

    484

    Appendix 1 Corporate Governance Codes around the World

    495

    Appendix 2 Answers to End-of-Chapter Self-Test Questions

    503

    Index

    513

    List ofcase studies

    1.1
    1.2
    1.3

    Robert Maxwell
    Drexell, Burnham, Lambert
    HIH Insurance

    2.1
    2.2
    2.3

    Long-term Capital Management (LTCM)


    Lord Black and Hollinger International
    The Sunbeam Corporation

    3.1
    3.2

    The Walt Disney Company


    Network Rail

    4.1
    4.2

    Foreign and Colonial Asset Management plc


    Enron-a classic corporate governance case

    5.1
    5.2
    5.3

    China Unicom and SOX


    Marconi
    Southern Cross Healthcare

    6.1
    6.2
    6.3

    Lehman Brothers Inc.-a corporate governance classic


    Siemens AG
    Tokyo Electric Power and the disaster at Fukushima Daiichi

    7.1
    7.2

    Tyco International and Dennis Kozlowski


    Li & Fung Ltd supply chain code of conduct

    8.1
    8.2

    The collapse of Northern Rock bank


    The BP Deepwater Horizon disaster

    9.1
    9.2

    Foxconn and Apple


    The CLP Group on governance and ethics

    10.1
    10.2

    The Jardine Matheson Group


    Alleged vote-rigging at PCCW, Hong Kong

    11.1
    11.2

    Teletronic Riehes Ltdgovernance of a joint venture


    The governance of the Co-op

    12.1
    12.2

    China Sinopec
    Yukosand Mikhail Khodorkovsky

    XVI

    LIST OF CASE STUDIES


    13.1
    13.2

    News Corporation
    RBS and Fred the Shred

    337
    340

    14.1
    14.2

    Should Terry blow the whistle?


    Libor rate rigging scandal

    372
    373

    15.1
    15.2

    Waste Management
    Aggressive tax avoidance

    403
    404

    16.1
    16.2

    Directors' right to informationHong Kong Stock Exchange


    The corporate culture at Goldman Sachs

    426
    427

    17.1
    17.2

    Board failings at Olympus Japan


    The collapse of HBOS bank

    454
    456

    18.1

    Explaining the structureand membership of the board

    490

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