Corporate Governance: Separating the Good from the Bad

Corporate Governance: Separating the Good from the Bad PDF Author: Mintz
Publisher:
ISBN:
Category :
Languages : en
Pages : 0

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Corporate Governance: Separating the Good from the Bad

Corporate Governance: Separating the Good from the Bad PDF Author: Mintz
Publisher:
ISBN:
Category :
Languages : en
Pages : 0

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High Performance Boards

High Performance Boards PDF Author: Didier Cossin
Publisher: John Wiley & Sons
ISBN: 1119615658
Category : Business & Economics
Languages : en
Pages : 358

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Book Description
A comprehensive guide to transforming boards and achieving best-practice governance in any organisation. When practising good governance, the board is the vital driver of organizational success, while fostering positive social impact and economic value creation. At all levels, executives around the world are faced with complexities rising from disruptive business models, new technologies, socio-economic changes, shifting political circumstances, and an array of other sources. High Performance Boards is the comprehensive manual for attaining best-in-class governance, offering pragmatic guidance on improving board quality, accountability, and performance. This authoritative volume identifies the four dimensions, or pillars, which are crucial for establishing and maintaining best-practice boards: the people involved, the information architecture, the structures and processes, and the group dynamics and culture of governance. This methodology can be applied to any board in the world, corporate or non-profit organization, regardless of size, sector, industry, or context. Readers are introduced to a fictitious senior board member – an amalgamation of board members from well-known organisations – and follow her as she successfully handles real-life challenges with effective governance. Drawn from the author's 20 years of practice and confidential work with boards across the world, this book: Demonstrates how high-performance boards innovate and refine their practices Discusses examples of board failures and challenges, including case studies from both for-profit and non-profit organisations including international organizations and state-owned agencies or even ministries Provides a proven framework to create best-in-class governance Includes a companion website featuring tools for board assessment and board practice High Performance Boards has inspired more than 3000 board members around the world. This book is essential reading for professionals and managers interested in governance and board members, senior managers, investors, lawyers, and students of governance.

Corporate Governance

Corporate Governance PDF Author: Dr. Vandna Dangi
Publisher: Prabhat Prakashan
ISBN: 8184302347
Category : Business & Economics
Languages : en
Pages : 430

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Book Description
The book makes an attempt to explain and appraise the concept of corporate governance with a broader approach which goes beyond committee reports and legal framework, towards the actual issues and problems faced in complying with the Corporate Governance Standards not only in letter but also in spirit. Suitable examples and case studies are given to enhance the understanding of the critical issues that require a delicate balance of what ought to be and what not. The book hopes to make a significant contribution in its own way by looking at the whole concept of corporate governance with a balanced perspective and makes a sincere effort to discuss the whole issue in an entirely new, innovative, interesting and thought provoking manner. The author hopes that the book shall be useful not only for the professionals and students but also for anyone one who has a stake in the corporate world. Corporate Governance by Dr. Vandna Dangi: "Corporate Governance: Principles and Practices" provides a comprehensive guide to the principles, mechanisms, and best practices that govern the effective management and decision-making processes within corporations. Dr. Vandna Dangi explores the critical aspects of corporate governance, emphasizing its importance in promoting transparency, accountability, and ethical conduct in today's complex business environment. Key Aspects of the Book "Corporate Governance: Principles and Practices": Governance Framework: The book presents a robust framework for corporate governance, outlining the roles and responsibilities of various stakeholders, including boards of directors, executives, shareholders, and regulatory bodies. It delves into the structures and processes necessary for effective governance. Ethical Considerations: Dr. Vandna Dangi highlights the significance of ethical conduct in corporate governance, emphasizing the need for integrity, fairness, and responsible decision-making. The book explores ethical dilemmas and provides guidance on maintaining high ethical standards within organizations. Contemporary Issues: The book addresses current issues and challenges in corporate governance, such as stakeholder engagement, risk management, sustainability, and corporate social responsibility. It offers insights into emerging trends and practices that shape the evolving landscape of governance. Dr. Vandna Dangi, a renowned expert in corporate governance, brings her extensive knowledge and experience to "Corporate Governance: Principles and Practices." With a strong background in management and governance, Dr. Dangi has dedicated her career to researching and promoting effective governance frameworks in the corporate world. Her book serves as a valuable resource for executives, board members, professionals, and researchers, providing them with a comprehensive understanding of the principles and practices that drive successful corporate governance. Dr. Vandna Dangi's work contributes to fostering ethical business practices and enhancing the long-term sustainability and growth of organizations.

Good Versus Bad Capitalism

Good Versus Bad Capitalism PDF Author: Yvan Allaire
Publisher:
ISBN:
Category :
Languages : en
Pages : 0

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Book Description
This paper examines a number of inter-related questions, which portend a different kind of corporate governance than the accumulation and refinement of fiduciary responsibilities heaped upon boards over the last twenty years. • Is short-termism in corporate management a truly serious problem? If so, why has it come about? A pernicious combination of factors may well bring about a short-term perspective in corporate management: 1. Financial players threatening actions against management if it does not deliver increased share price; 2. Boards of directors intimidated by activist hedge funds and proxy advisers; 3. Warped incentive systems prodding and “bribing” management to take actions to boost short-term stock price. • Are activist investors and hedge funds really short-term players whose actions have a negative impact on corporations in the longer term? According to Cremers, Pareek, and Sautner [“Stock Duration and Misvaluation”, SSRN No.2190437, December 2012], the average share holding period of institutional investors has barely changed since 1985; it hovers between 1.2 and 1.5 years. Remarkably, some have concluded from these results that institutional investors are not short-term holders! Since when holding shares for 1.5 years turns one into a long-term holder? These results actually show that the trend to shorter holding period has been in place since the 1980's. By 1985, the average holding period had already dropped to some 1.5 years; the further drop (to under one year) may be the product of speed traders and others; but there is no doubt that shares were held for a much longer period of time before the first wave (since the 1920s) of short-term “investors” appeared in the 1980s. • Do boards really need to be better insulated from the actions of “activist” investors as well as from unwanted takeovers? Canada is very different from the U.S. in matters of corporate ownership and board empowerment. The three “bêtes noires” of U.S. activist institutional funds and proxy advisers are non-issues in Canada: 1. Splitting the roles of Chair and CEO (Only 41% of S&P 500 companies have separate Chair and CEO position and in many cases that chair person is not an independent member but the former CEO; fully 85% of Canadian companies have divided the roles of Chair and CEO, an important principle in situations of conflicts with shareholders); 2. Eliminating staggered boards and electing all members every year. A third of the S&P 500 companies still have staggered boards (that is, only a third of members of staggered boards are up for election each year); staggered boards are practically non-existent in Canada; 3. Curtailing the role and duration of poison pills as a defense mechanism against takeovers; these attempts have been largely unsuccessful in the U.S., particularly in States which grant very specific and extensive powers to the board of directors in situations of attempted takeover; none of these defenses are available to Canadian companies as a result of decrees by the securities commissions. The result is that Canadian boards are less empowered than the board of any run-of-the mill American corporation. American activists would hail Canada as the Promised Land for shareholder rights. • Who owns the publicly listed corporations? Society at large may rightfully claim that it has a stake in companies operating in its midst, a stake just as important as that of shareholders (Brennan, 2005). No doubt that a fickle, volatile, ever-changing shareholding base provides arguments for a different concept of “who owns the company”. The basic assumption underlying “corporate democracy”, the one-share-one vote mantra, has become questionable. In a world of “empty voting”, total return swaps, record date capture, speed-trading, transient share flippers, arbitrageurs, speculators and game players, the question arises: are any and all shareholders the legitimate owners of publicly traded corporations? In all decent societies, “Tourists don't vote!” and “Gamblers don't own the casino!” Every democracy imposes a minimum period of time before a newcomer acquires the full rights of citizenship, particularly the right to vote. Corporate democracy likewise should call for a modicum of commitment from a shareholder before he or she can influence the destiny of the corporation, for example a one-year holding period. The long-run welfare of societies and the economic vigor of industrial companies are more important than the spurious lure of “shareholder value” and the freedom to practice financial sleights-of-hand.

Rethinking Corporate Governance

Rethinking Corporate Governance PDF Author: Alessio Pacces
Publisher: Routledge
ISBN: 1135099413
Category : Law
Languages : en
Pages : 492

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Book Description
The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation. This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers. Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance. The areas of law mainly affecting private benefits of control – including the distribution of corporate powers, self-dealing, and takeover regulation – are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands. Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.

The Recurrent Crisis in Corporate Governance

The Recurrent Crisis in Corporate Governance PDF Author: Paul W. MacAvoy
Publisher: Stanford University Press
ISBN: 9780804750868
Category : Business & Economics
Languages : en
Pages : 196

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Book Description
Taking a close look at American corporate governance, the authors show what is missing in today's corporate governance, and support a case for activating the board of directors to put new controls on management and take responsibility for the result.

Political Determinants of Corporate Governance

Political Determinants of Corporate Governance PDF Author: Mark J. Roe
Publisher: Oxford University Press, USA
ISBN: 9780199240746
Category : Business & Economics
Languages : en
Pages : 254

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Book Description
Through the use of statistical and qualitative analyses, this text explores the relationship between politics, history and the business organization from a global perspective. The book is divided into seven sections: "Political Conflict and the Corporation"; "Social Conflict and the Institutions of Corporate Governance"; "Left-Right Politics and Ownership Separation: Data"; "Nation by Nation"; "The Direction of Causality"; "The Quality of Corporate Law Argument and its Limits"; and "Unifying the Political Theories".

Corporate Governance

Corporate Governance PDF Author: George W. Dent
Publisher:
ISBN:
Category :
Languages : en
Pages : 49

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Book Description
Dissatisfaction with the governance of public companies is as old as the public company itself, but public concern about corporate governance is spasmodic. Prior reforms did not cure the ills of corporate governance, and there is little reason to think that the recent spate of reforms will be any more effective. The fundamental problem of corporate governance remains what it has always been: the separation of ownership and control. No reform can succeed unless it overcomes this contradiction. Corporate executives determined to preserve their privileges and a number of scholars deny this claim; in effect, these Panglosses consider the status quo the best of all possible worlds. Others recognize that corporate governance is broken and that initiatives recently instituted or proposed are inadequate. Several have proposed changes, some of which would be beneficial, but none promises to eliminate the separation of ownership and control. After a survey of the current debate over corporate governance, this article explains why the separation of ownership and control is the central problem of corporate governance and why past reforms have failed. The article then discusses the reforms instituted and proposed after the recent scandals and why they too will fail. The article concludes by urging a means of finally solving the problem of corporate governance by having the corporation's nominees for the board chosen by a committee of the largest shareholders.

Harvard Business Review 20-Minute Manager Ultimate Boxed Set (16 Books)

Harvard Business Review 20-Minute Manager Ultimate Boxed Set (16 Books) PDF Author: Harvard Business Review
Publisher: Harvard Business Press
ISBN: 1633697797
Category : Business & Economics
Languages : en
Pages : 1054

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Book Description
The perfect gift for aspiring leaders: 16 volumes of HBR 20-Minute Manager. This 16-volume, specially priced boxed set makes a perfect gift for aspiring leaders who are short on time but need advice fast, on topics from creating business plans and giving feedback to managing time and presentations. The set includes: Creating Business Plans Delegating Work Difficult Conversations Finance Basics Getting Work Done Giving Effective Feedback Innovative Teams Leading Virtual Teams Managing Projects Managing Time Managing Up Performance Reviews Presentations Running Meetings Running Virtual Meetings Virtual Collaboration. Don't have much time? Get up to speed fast on the most essential business skills with HBR's 20-Minute Manager series. Whether you need a crash course or a brief refresher, each book in the series is a concise, practical primer that will help you brush up on a key management topic. Advice you can quickly read and apply, for ambitious professionals and aspiring executives--from the most trusted source in business. Also available as an ebook.

The Governance Revolution

The Governance Revolution PDF Author: Deborah Midanek
Publisher: Walter de Gruyter GmbH & Co KG
ISBN: 1547400277
Category : Business & Economics
Languages : en
Pages : 316

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Book Description
Boards of directors are sitting ducks. Shareholders complain and even attack, management manipulates, and individual board members have little power, able to act only as part of the board as a whole. Governance issues are front and center, yet there is often little understanding, even among board members, of the key role that they play. Written in an accessible and human voice, The Governance Revolution: What Every Board Member Needs to Know, NOW! provides information and context essential to anyone seeking to understand how corporations and their stewards—the board of directors—can and should function in the volatile world we inhabit. Deborah Hicks Midanek offers useful insight into what board members of corporations actually do, the current standards for board members and why they exist. She includes a timely discussion of how clarity of purpose can improve board and director effectiveness. Informed by her long experience serving public, private, and family owned corporate boards as well as those of charitable, and government organizations, she provides essential context regarding the evolution of board practice as well as candid discussion of the issues involved in the relentless effort to improve corporate governance processes. Focused mainly on the dominant public corporation, she also explores the special challenges of serving private and family owned as well as nonprofit and public agency boards. Written by a seasoned board member, and liberally laced with stories and cases illustrating the tricky issues directors wrestle with, this book is the essential common-sense companion for anyone working with a board, serving on a board, or wanting to do so. Directors, aspiring directors, investors, and students of corporate behavior will benefit from this highly readable description of the cloistered boardroom. For Roger Trapp's article in Forbes featuring a discussion of this title click here https://www.forbes.com/sites/rogertrapp/2018/10/22/independent-directors-nehttps://www.forbes.com/sites/rogertrapp/2018/10/22/independent-directors-need-to-stand-up-to-activists/#7060008826b0ed-to-stand-up-to-activists/#7060008826b0 For a Roundtable discussion in Financier Worldwide Magazine featuring Deborah Hicks Midanek please click here https://www.financierworldwide.com/roundtable-risks-facing-directors-officers-aug18#.W1BqQdVKiUk Click here for a review in Financial Analysts Journal https://www.cfapubs.org/doi/abs/10.2469/br.v13.n1.10 Click here for an excerpt on Corporate Board Member: https://boardmember.com/what-is-the-governance-revolution/