Robert A. G. Monks, Nell Minow

Corporate Governance (eBook, ePUB)

• Format: ePub

Produktbeschreibung

In the wake of the recent global financial collapse the timely new edition of this successful text provides students and business professionals with a welcome update of the key issues facing managers, boards of directors, investors, and shareholders.

In addition to its authoritative overview of the history, the myth and the reality of corporate governance, this new edition has been updated to include:

• analysis of the financial crisis;
• the reasons for the global scale of the recession
• the failure of international risk management
• An overview of corporate governance guidelines and codes of practice;
• new cases.

Once again in the new edition of their textbook, Robert A. G. Monks and Nell Minow show clearly the role of corporate governance in making sure the right questions are asked and the necessary checks and balances in place to protect the long-term, sustainable value of the enterprise.

Features 18 case studies of institutions and corporations in crisis, and analyses the reasons for their fall (Cases include Lehman Brothers, General Motors, American Express, Time Warner, IBM and Premier Oil.)

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Produktdetails

• Verlag: John Wiley & Sons
• Erscheinungstermin: 12. Dezember 2011
• Englisch
• ISBN-13: 9780470972748
• Artikelnr.: 37301332

Autorenporträt

Robert A.G. Monks and Nell Minow are founders of GovernanceMetrics International, the leading independent research firm dedicated to corporate governance. Formerly principals of the Lens Fund and officers of Institutional Shareholder Services, Monks & Minow have also collaborated on two other books: Power and Accountability and Watching the Watchers.

Inhaltsangabe

Cases in Point xiii Preface xvii Acknowledgments xxvii Introduction - How
to Use this Book 1 1. What is a Corporation? 3 Defining the Corporate
Structure, Purpose, and Powers 5 Evolution of the Corporate Structure 6 The
Purpose of a Corporation 9 Satisfying the human need for ambition,
creativity, and meaning 9 Social structure 10 Efficiency and efficacy 10
Ubiquity and flexibility 11 Identity 11 Metaphor 1: The Corporation as a
"Person" 12 Metaphor 2: The Corporation as a Complex Adaptive System 12 Are
Corporate Decisions "Moral"? 14 Are Corporations Accountable? 16 Three Key
External Mechanisms for Directing Corporate Behavior: Law, the Market, and
Performance Measurement 18 Government: legislation, regulation, enforcement
18 What Does "Within the Limits of the Law" Mean? 20 When and how do you
punish a corporation? 28 Probation of corporations 29 The problem of serial
offenders 31 Securities analyst settlement 32 What is the role of
shareholders in making this system work? 33 The market: too big to fail 36
The corporation and elections 40 Citizens united 41 The corporation and the
law 45 A Market Test: Measuring Performance 47 Long term versus short term
50 Corporate decision making: whose interests does this "person"/adaptive
creature serve? 55 Another (failed) market test: NGOs 61 Measuring value
enhancement 62 GAAP 62 Market value 69 Earnings per share 70 EVA(r):
economic value added 71 Human capital: "It's not what you own but what you
know" 72 The "value chain" 73 Knowledge capital 74 The value of cash 74
Corporate "externalities" 79 Equilibrium: The Cadbury Paradigm 79 ESG:
Environment, Social Governance - A New Way to Analyze Investment Risk and
Value 83 Quantifying Nontraditional Assets and Liabilities 87 Future
Directions 92 Summary and Discussion Questions 93 Notes 95 2. Shareholders:
Ownership 101 Definitions 105 Early Concepts of Ownership 106 Early
Concepts of the Corporation 107 A Dual Heritage: Individual and Corporate
"Rights" 108 The Reinvention of the Corporation: Eastern Europe in the
1990s 110 The Evolution of the American Corporation 111 The Essential
Elements of the Corporate Structure 115 The Mechanics of Shareholder Rights
117 The Separation of Ownership and Control, Part 1: Berle and Means 118
Fractionated Ownership 125 The Separation of Ownership and Control, Part 2:
The Takeover Era 129 Waking the Sleeping Giant 134 A Framework for
Shareholder Monitoring and Response 140 Ownership and Responsibility 141 No
innocent shareholder 141 To Sell or Not to Sell: The Prisoner's Dilemma 143
Who the Institutional Investors Are 144 Bank trusts 145 Mutual funds 146
Insurance companies 149 Universities and foundations 149 Executive pay from
the consumer side - a leading indicator of risk 150 Pension plans 154 The
Biggest Pool of Money in the World 154 Pension plans as investors 164
Pension plans as owners 166 Public Pension Funds 169 Divestment initiatives
188 Economically targeted investments 189 AFSCME 195 Federal Employees'
Retirement System 197 TIAA-CREF 199 Private Pension Funds 201 The Sleeping
Giant Awakens: Shareholder Proxy Proposals on Governance Issues 206 Focus
on the Board 212 Hedge Funds 220 Synthesis: Hermes 221 Investing in
Activism 222 New Models and New Paradigms 223 The "Ideal Owner" 228 Pension
Funds as "Ideal Owners" 233 Is the "Ideal Owner" Enough? 234 Summary and
Discussion Questions 236 Notes 238 3. Directors: Monitoring 251 A Brief
History of Anglo-American Boards 255 Who Are They? 256 Size 256 Term 256
Inside/outside mix 257 Qualifications 261 Who Leads the Board? Splitting
the Chairman and CEO and the Rise of the Lead Director 261 Agenda 263
Minutes 263 Diversity 264 Meetings 264 Communicating with Shareholders 264
Special Obligations of Audit Committees 265 Ownership/Compensation 266
Post-Sarbanes-Oxley Changes 266 Board Duties: The Legal Framework 267 The
Board's Agenda 281 The Evolution of Board Responsibilities: The Takeover
Era 283 The Fiduciary Standard and the Delaware Factor 284 How did boards
respond? 287 Greenmail 287 "Poison pills" 288 Other anti-takeover devices
290 The Director's Role in Crisis 291 Limits and Obstacles to Board
Oversight of Managers 295 Information Flow 295 Practical Limits: Time and
Money 301 The Years of Corporate Scandals - Boards Begin to Ask for More
302 Director Information Checklist 303 Who Runs the Board? 304 Catch 22:
The Ex-CEO as Director 306 Director Resignation 308 CEO Succession 308
Director Nomination 309 Limits and Obstacles to Effective Board Oversight
by Shareholders 318 Carrots: Director Compensation and Incentives 319
Sticks, Part 1: Can Investors Ensure or Improve Board Independence by
Replacing Directors who Perform Badly or Suing Directors who Fail to Act as
Fiduciaries? 324 Can Directors be Held Accountable through the Election
Process? 324 Staggered boards 327 Confidential voting 328 Sticks, Part 2:
Suing for Failure to Protect the Interests of Shareholders - Are the Duties
of Care and Loyalty Enforceable? 331 Future Directions 331 Majority voting
and proxy access 331 Improving director compensation 333 Increasing the
authority of independent directors 333 "A market for independent directors"
335 "Designated director" 336 Board evaluation 336 Executive session
meetings 336 Succession planning and strategic planning 337 Making
directors genuinely "independent" 337 Involvement by the federal government
338 Involvement by shareholders 339 Summary and Discussion Questions 339
Notes 340 4. Management: Performance 347 Introduction 348 What Do We Want
from the CEO? 354 The Biggest Challenge 359 Risk Management 363 Executive
Compensation 363 The pay Czar 370 Post-meltdown pay 370 The Council of
Institutional Investors 371 Stock Options 374 Restricted Stock 379 Yes, We
Have Good Examples 380 Shareholder Concerns: Several Ways to Pay Day 380
The "guaranteed bonus" - the ultimate oxymoron 380 Deliberate obfuscation
381 The Christmas tree 382 Compensation plans that are all upside and no
downside 382 Loans 382 Accelerated vesting of options 383 Manipulation of
earnings to support bonuses 383 Manipulation of peer groups 384 Huge
disparity between CEO and other top executives 384 Imputed years of service
384 Excessive departure packages 384 Backdating, bullet-dodging, and
spring-loading options 385 Phony cuts 386 Golden hellos 386 Transaction
bonuses 386 Gross-ups and other perquisites 387 Retirement benefits 387
Obstacles to restitution when CEOs are overpaid 387 Future Directions for
Executive Compensation 388 CEO Employment Contracts 389 Cause 390 Change of
control 391 Half now, half later 391 CEO Succession Planning 391
Sarbanes-Oxley 392 Creation of the Public Company Accounting Oversight
Board 392 Section 404 393 Other changes 394 Dodd-Frank 394 Employees:
Compensation and Ownership 395 Employee Stock Ownership Plans 399 Mondragón
and Symmetry: Integration of Employees, Owners, and Directors 403
Conclusion 409 Summary and Discussion Questions 410 Notes 411 5.
International Corporate Governance 415 The Institutional Investor as Proxy
for the Public Interest 429 Norway in the driver's seat 431 The
International Corporate Governance Network 433 ICGN: Statement of
Principles on Institutional Shareholder Responsibilities 433 The Global
Corporate Governance Forum 435 Sweden 435 Canada 437 Singapore 438 Russia
441 Germany 442 China 443 Japan 444 Governance Metrics International (GMI)
445 World Bank and G7 Response 458 Azerbaijan 459 Slovakia 460 Jordan 460
Thailand 461 Poland 461 The Global Carbon Project (GCP) 464 A Common
Framework for Sustainability Reporting 465 Towards a Common Language 468
Vision 470 Summary And Discussion Questions 471 Notes 473 6. Afterword:
Final Thoughts and Future Directions 475 Beyond the Nation State 477
Government as Shareholder: The Institutional Investor as Proxy for the
Public Interest 484 Notes 486 Index 489