International Corporate Governance A Comparative Perspective 1st Edition by Thomas Clarke ISBN 978-0415586467 0415586461
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Product details:
ISBN 10: 0415586461
ISBN 13: 978-0415586467
Author: Thomas Clarke
Thomas Clarke’s International Corporate Governance offers a comprehensive guide to corporate governance forms and institutions and examines the recurring crises in corporate governance and the resulting corporate governance reform around the world.
While the popular structure of the original text has been retained, significant changes have been made to take account of the global financial crisis, ever-changing regulations and worldwide governance developments. Key topics include:
The governance failures of international corporations such as Enron and Lehman Brothers
Diversity in corporate and institutional forms across the world
The role of international corporate governance standards
Digital disruption in capital markets and proposals for rebuilding commitment to long-term investing
The impact of financialization and corporate governance practices on increasing inequality
The links between corporate governance, corporate social responsibility and sustainability
This textbook contains a wealth of pedagogical material to guide the reader through this complex subject, including student questions to help with assessments, and a new companion website. There are also thirteen forensic case studies which scrutinize the governance failures seen at RBS, UBS, BP, Volkswagen and many other international corporations.
International Corporate Governance
will be an essential text for anybody studying corporate governance at the advanced undergraduate, master’s or executive level.
Table of contents:
1 CYCLES OF GOVERNANCE
Definitions
Genesis of corporate governance
The South Sea Bubble
Splitting the atom of ownership
Forms of business associations
Corporate governance lifecycles
Diversity in corporate governance
Globalisation of corporate governance
Cycles of governance
Crisis in corporate governance
The US stock market bubble
Enron and WorldCom
Reform of corporate governance
Sarbanes-Oxley Act
Continuing crisis in corporate governance
CEO pay
Earnings misstatements
Governance and corporate performance
Corporate governance and sustainability
Agency and double agency dilemmas
Theoretical perspectives on boards and governance
Multiple theoretical lenses
Approach of this book
2 BOARDS AND DIRECTORS: THE POLITICAL MECHANISMS OF CORPORATE GOVERNANCE
Introduction
What do boards do?
Directors’ duties
Board duties and functions
Board and CEO relationship
Active and passive boards
Active boards
Passive boards
The Enron board: asleep at the wheel?
The WorldCom board: going through the motions
Boards and performance: accountability and value creation?
Changing roles of boards and directors
Types of boards: unitary and supervisory boards
Elements of board design
The reform of boards
Audit committee
Remunerations committee
Nomination committee
The effective chair
The role of non-executive directors
Independence?
Board best practices
Investigating board processes
Board roles in monitoring and strategy?
Accountability and risk management
Internal controls
Identifying risks
Conflicts of interest
Disclosure
The strategic role of the board
To whom is the board responsible?
Shareholder primacy
CEO power and capability
Management vision
CEO power
Esprit de corps
Management and board defences
CEO and executive compensation
Executive remuneration guidelines
The decline and fall of the emperor CEO?
Conclusions
3 FINANCE, LAW AND MARKETS: THE INSTITUTIONAL ELEMENTS OF CORPORATE GOVERNANCE
Introduction
Corporate governance regimes
Institutional origins of corporate governance
The separation of ownership and control
The development of law and regulation
The peculiarities of the Anglo-American institutions
Bank, majority and market based finance
Direct control via debt
Market control via equity
Market control via debt
Direct control via equity
Majority group control
The market for corporate control
Alternative corporate governance systems
Control mechanisms in corporate governance
Crises in corporate governance
The increasing importance of institutional investors
Increasing scale and activity
Patient capital?
Hedge funds: the wolf in shareholder’s clothing?
Private equity
Breaking the short-term cycle
A new era for institutional investors?
Corporate governance and corporate performance
The reluctance of the institutions to exercise governance oversight
How institutions get involved in corporate governance
The governance of investment institutions
4 ANGLO-AMERICAN CORPORATE GOVERNANCE
Conclusions
Introduction
Market based systems of corporate governance
US corporation regulation
Delaware
Corporate failure and the reform of corporate governance
Further efforts at reform
United Kingdom
Cadbury reforms
Further UK reform
Australia and New Zealand
Shareholder value orientation
The new economy
The Enron shock
Wider implications of Enron and the Sarbanes-Oxley Act
New York Stock Exchange: Grasso’s fall
Big on marketing light on regulation
Advancing inequality in the United States
Corporate governance reform around the world
Corporate failure in other countries: the One-Tel and HIH collapse
US company earnings misstatements
Sarbanes-Oxley costs of implementation
Rules-based and principles-based approaches
The myth of Anglo-American corporate governance
Further corporate governance reform in the UK
Further corporate governance reform in Australia: CLERP 9
ASX corporate governance principles
Conclusions
5 EUROPEAN CORPORATE GOVERNANCE
Introduction
European relationship based approaches
Bank finance and business networks
Regional variations
Different political, legal and regulatory structures
The development of European corporate governance codes
European Commission
France
Recomandations Sur Le Gouvernment D’Enterprise (1998, 2001, 2004)
Italy
Spain
Denmark
Germany
Switzerland
Sweden
Norway
Netherlands
Belgium
Code convergence?
The transformation of corporate governance systems
Germany
France
Italy
Corporate governance failure in Europe
The reform of European corporate governance institutions and practices
FEE Report on European Corporate Governance
Modernising company law and enhancing corporate
governance
Convergence or harmonisation?
The impact of shareholder value
Reassessing the international role of Europe
Isolationism/protectionism will not work
EU dominates global FDI
Euronext
Corporate governance in transitional economies
Russia
Conclusions
6 ASIA PACIFIC CORPORATE GOVERNANCE
Introduction
Asia Pacific relationship-based approaches
Family controlled companies and business networks
Weak governance mechanisms and institutions
Boards
Finance
Economic growth and corporate governance
East Asian financial crisis
The beginning of reform
Japan
China
India
The development of Asia Pacific corporate governance codes
Thailand
Malaysia
Indonesia
China
India
Philippines
Hong Kong
Japan
Singapore
Continuing reform
Due diligence of directors
Conclusions
7 THE GLOBALISATION OF CORPORATE GOVERNANCE
Introduction
A universal corporate governance system?
The premium for corporate governance
What globalisation means
Deregulation of finance
Globalisation of capital markets
The growth of equity markets
New York Stock Exchange
Globalisation of regulation
OECD Principles of Corporate Governance (1999)
OECD Principles (2004)
International development of corporate governance standards
Convergence of corporate governance
History and politics
Law and regulation
Culture: deep causation
Institutional complementarities
Rushing towards convergence?
Diversity in corporate governance
Future trends
Complexity of corporate governance forms
Conclusions
8 CORPORATE SOCIAL RESPONSIBILITY
Introduction
The significance and impact of corporate social responsibility
The integrity of corporate social responsibility
Defining social and environmental sustainability
Tomorrow’s markets
People
Innovation
Natural capital
Connection
Roles and responsibilities
From the margins to the mainstream?
The legitimacy of CSR from a governance perspective
Corporations enlightened shareholder value? The duty to promote the
success of the company
The legitimacy of CSR from a governance perspective
Investment institutions’ effective portfolio management: the duty to address
ESG issues?
Socially responsible investment and corporate social responsibility
Socially responsible investment strategies
United States
United Kingdom
Australia
Social and environmental investment indices
SRI impact upon corporate environmental and social responsibility
Corporate reporting of CSR
Future developments: the redesign of the corporation
CASE STUDIES CORPORATE GOVERNANCE IN CRISIS
Anglo-American Corporations
1 Enron
2 WorldCom
3 Tyco
European Corporations
4 Royal Ahold
5 Parmalat
6 DaimlerChrysler
7 Vodafone-Mannesmann
Asia Pacific Corporations
8 James Hardie
9 HIH Insurance Group
10 Nomura
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