Essentials of Corporate Governance

Essentials of Corporate Governance

by Sanjay Anand
Released September 2007
Publisher(s): Wiley
ISBN: 9780470139813

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Book description

Praise for Essentials of Corporate Governance

"Mr. Anand's book is a practical study of the complicated issues surrounding the world of corporate governance. He includes excellent case studies and best practice solutions for improving governance programs within all types of organizations."
-Chrisan Herrod

V.P. Marketing and Business Development

Compliance Spectrum

"This book is a highly practical, accessible guide to post-Enron reforms and an essential resource for managers who want more than just to comply with SOX; this book will help them benefit from it."
-Nell Minow

Editor and cofounder

The Corporate Library

Written by Sanjay Anand, one of the world's leading corporate governance, risk management, and regulatory compliance experts, this simple-to-use book is designed with appreciation for demanding professional obligations, with information easy to find and at your fingertips. This professional guide's nuts-and-bolts presentation examines why corporate governance is important, to put you in a better position to understand its successful implementation for your organization.

Essentials of Corporate Governance will challenge your concept of corporate governance and provide you with an understanding of:
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The concept of governance
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The competing goals that corporations may have
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Why there is a call for corporations to be more ethical
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The various forms of corporate structure
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Corporate governance in emerging markets
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Corporate governance within nonprofit organizations

Communicating the idea of corporate governance as a process and an ideal rather than a set of criteria, this accessible and relevant book is the resource and reference guide you will turn to time and again for the knowledge you need to make corporate governance work for your corporation.

Table of contents

  1. Copyright
    1. Dedication
  2. Essentials Series
  3. Foreword
  4. Preface
    1. Learning Guide
  5. One. Background
    1. 1. Corporations
      1. Corporate Structure
        1. Corporate Organization
        2. Corporate Ownership
      2. Benefits of Incorporating
      3. Purpose of Corporations
      4. The Government, the Economy, and the Corporation
      5. Corporations and Ethics
      6. Capital Structure
      7. Governance
      8. Conclusion
      9. Summary
      10. Note
    2. 2. History
      1. The Early Years
      2. Types of Corporate Structure
      3. Historical Legal Landmarks
        1. Takeover Eras
          1. Hostile Takeovers
          2. The Poison Pill
          3. The White Knight
          4. Corporate Raiders
        2. Santa Clara v. Southern Pacific Railroad
        3. Stock Market Crash of 1929
        4. Securities Act of 1933 and Securities Exchange Act of 1934
        5. Securities and Exchange Commission
        6. Corporate Scandals of the 1990s and 2000s
        7. Sarbanes-Oxley Act
      4. Conclusion
      5. Summary
      6. Notes
  6. Two. The Players
    1. 3. Shareholders
      1. Ownership and Responsibility
        1. Receiving Information
        2. Board Elections
        3. Proposal Submission and Voting
      2. Duty of Loyalty and Duty of Care
      3. Shareholder Meetings
      4. Conclusion
      5. Summary
      6. Note
    2. 4. Board of Directors
      1. Structure
      2. Responsibility of Selecting the CEO
        1. Evaluating the Candidates
        2. Effective Recruiting
      3. Responsibility of Selecting the Executive
      4. Legal Obligations
      5. Independent Outside Directors
      6. Elections
        1. Nominations
        2. Voting
      7. Compensation
      8. Reprisal
      9. Additional Committees
      10. Conclusion
      11. Summary
    3. 5. CEO and Chairperson
      1. Role of the Chairperson
      2. Expectations of the CEO
      3. Executive Compensation
      4. Board–Management Relationship
      5. CEO Succession Planning, Selection, and Performance
      6. Conclusion
      7. Summary
  7. Three. Good Governance
    1. 6. Good Corporate Governance: An Introduction
      1. Definition of Corporate Governance
      2. Basics of Corporate Governance
      3. Theories of Corporate Governance
        1. Agency Theory
        2. Theorized Causes of Corporate Crime
      4. Models of Corporate Governance
      5. Principles of Corporate Governance
      6. Conclusion
      7. Summary
      8. Notes
    2. 7. Signs of Trouble
      1. Indicators Relating to the Board
      2. Indicators Relating to the Executive
      3. Indicators Relating to Shareholders
      4. Indicators Relating to Finances
      5. Conclusion
      6. Summary
    3. 8. Changes Made Through Corporate Governance
      1. Whistle-blower Procedures
        1. Importance of the Whistle-blower
        2. Protecting the Rights of Whistle-blowers
        3. Establishing Policies
        4. Duties of the Whistle-blower
        5. Educating Employees
      2. Code of Ethics
        1. Principles of the Code
        2. Setting an Example
        3. Code Establishment
        4. Code Enforcement and Evaluation
      3. Performance Evaluations
      4. Compensation Packages
      5. Director Elections
      6. Conclusion
      7. Summary
    4. 9. Regulations and Strategies for Corporate Governance
      1. Sarbanes-Oxley Act
      2. Securities and Exchange Commission Regulations for Shareholder Proposals
      3. Organization for Economic Co-Operation and Development
      4. Cadbury Report
      5. Balanced Scorecard
      6. Good Corporate Governance Components
      7. Conclusion
      8. Summary
      9. Note
  8. Four. International Perspective
    1. 10. International Corporate Governance
      1. Corporations Around the World
      2. International Corporations
      3. Global Investors
      4. Global Corporate Governance Forum
      5. Conclusion
      6. Summary
      7. Note
    2. 11. Corporate Governance in Emerging Markets: Asia and Latin America
      1. Asia
      2. Latin America
      3. Conclusion
      4. Summary
      5. Notes
    3. 12. Not-for-Profit Organizations
      1. Nonprofit and For-Profit Corporations
      2. Stakeholders, Not Shareholders
      3. Underlying Principles
      4. Improved Security of Accounting Practices
      5. Benefits of Good Corporate Governance for Not-for-Profit Corporations
      6. Ideal Not-for-Profit Corporate Governance Profile
      7. Conclusion
      8. Summary
    4. Afterword
    5. A. Guide to the Combined Code on Corporate Governance and its Similarities to Corporate Governance in the American Model
      1. Code Of Best Practice
        1. Section 1 Companies
          1. A. Directors
            1. A.1. The Board
            2. A.2. The Chairman and Chief Executive
            3. A.3. Board Balance and Independence
            4. A.4. Appointments to the Board
            5. A.5. Information and Professional Development
            6. A.6. Performance Evaluation
            7. A.7. Reelection
          2. B. Remuneration
            1. B.1. Level and Makeup of Remuneration
            2. B.2. Procedure
          3. C. Accountability and Audit
            1. C.1. Financial Reporting
            2. C.2. Internal Control
            3. C.3. Audit Committee and Auditors
    6. B. Directory of Select Corporate Governance Organizations Around the World
    7. Glossary

Product information

  • Title: Essentials of Corporate Governance
  • Author(s): Sanjay Anand
  • Release date: September 2007
  • Publisher(s): Wiley
  • ISBN: 9780470139813