简介
This resource and reference guide outlines corporate governance and explains corporations, their structure and function; the history of US corporate structure; the role of shareholders; the structure of the board of directors; and the function of the CEO and chairperson and areas where problems arise, such as compensation and succession. He then discusses the concept of good corporate governance, signs of problems, changes made that can affect functioning, regulations and strategies for governance, international practices, and governance in Asia and Latin America and not-for-profit organizations. The text is meant to be accessible to corporate executives and general readers. Anand, who consults and trains in the fields of corporate governance, risk management, and regulatory compliance, is associated with the SOX Institute, which provides Sarbanes-Oxley training and certification programs. Annotation 漏2007 Book News, Inc., Portland, OR (booknews.com)
目录
Copyright Dedication
Essentials Series
Foreword
Preface Learning Guide
Part One:聽Background Download Chapter
1 Token Chapter 1.聽Corporations Corporate Structure Corporate Organization
Corporate Ownership
Benefits of Incorporating
Purpose of Corporations
The Government, the Economy, and the Corporation
Corporations and Ethics
Capital Structure
Governance
Conclusion
Summary
Note
Download Chapter
1 Token Chapter 2.聽History The Early Years
Types of Corporate Structure
Historical Legal Landmarks Takeover Eras
Santa Clara v. Southern Pacific Railroad
Stock Market Crash of 1929
Securities Act of 1933 and Securities Exchange Act of 1934
Securities and Exchange Commission
Corporate Scandals of the 1990s and 2000s
Sarbanes-Oxley Act
Conclusion
Summary
Notes
Part Two:聽The Players Download Chapter
1 Token Chapter 3.聽Shareholders Ownership and Responsibility Receiving Information
Board Elections
Proposal Submission and Voting
Duty of Loyalty and Duty of Care
Shareholder Meetings
Conclusion
Summary
Note
Download Chapter
1 Token Chapter 4.聽Board of Directors Structure
Responsibility of Selecting the CEO Evaluating the Candidates
Effective Recruiting
Responsibility of Selecting the Executive
Legal Obligations
Independent Outside Directors
Elections Nominations
Voting
Compensation
Reprisal
Additional Committees
Conclusion
Summary
Download Chapter
1 Token Chapter 5.聽CEO and Chairperson Role of the Chairperson
Expectations of the CEO
Executive Compensation
Board鈥揗anagement Relationship
CEO Succession Planning, Selection, and Performance
Conclusion
Summary
Part Three:聽Good Governance Download Chapter
1 Token Chapter 6.聽Good Corporate Governance: An Introduction Definition of Corporate Governance
Basics of Corporate Governance
Theories of Corporate Governance Agency Theory
Theorized Causes of Corporate Crime
Models of Corporate Governance
Principles of Corporate Governance
Conclusion
Summary
Notes
Download Chapter
1 Token Chapter 7.聽Signs of Trouble Indicators Relating to the Board
Indicators Relating to the Executive
Indicators Relating to Shareholders
Indicators Relating to Finances
Conclusion
Summary
Download Chapter
1 Token Chapter 8.聽Changes Made Through Corporate Governance Whistle-blower Procedures Importance of the Whistle-blower
Protecting the Rights of Whistle-blowers
Establishing Policies
Duties of the Whistle-blower
Educating Employees
Code of Ethics Principles of the Code
Setting an Example
Code Establishment
Code Enforcement and Evaluation
Performance Evaluations
Compensation Packages
Director Elections
Conclusion
Summary
Download Chapter
1 Token Chapter 9.聽Regulations and Strategies for Corporate Governance Sarbanes-Oxley Act
Securities and Exchange Commission Regulations for Shareholder Proposals
Organization for Economic Co-Operation and Development
Cadbury Report
Balanced Scorecard
Good Corporate Governance Components
Conclusion
Summary
Note
Part Four:聽International Perspective Download Chapter
1 Token Chapter 10.聽International Corporate Governance Corporations Around the World
International Corporations
Global Investors
Global Corporate Governance Forum
Conclusion
Summary
Note
Download Chapter
1 Token Chapter 11.聽Corporate Governance in Emerging Markets: Asia and Latin America Asia
Latin America
Conclusion
Summary
Notes
Download Chapter
1 Token Chapter 12.聽Not-for-Profit Organizations Nonprofit and For-Profit Corporations
Stakeholders, Not Shareholders
Underlying Principles
Improved Security of Accounting Practices
Benefits of Good Corporate Governance for Not-for-Profit Corporations
Ideal Not-for-Profit Corporate Governance Profile
Conclusion
Summary
Download Chapter
1 Token Afterword
Download Chapter
1 Token Appendix A.聽Guide to the Combined Code on Corporate Governance and its Similarities to Corporate Governance in the American Model Code Of Best Practice Section 1 Companies
Download Chapter
1 Token Appendix B.聽Directory of Select Corporate Governance Organizations Around the World
Download Chapter
1 Token Glossary
Essentials Series
Foreword
Preface Learning Guide
Part One:聽Background Download Chapter
1 Token Chapter 1.聽Corporations Corporate Structure Corporate Organization
Corporate Ownership
Benefits of Incorporating
Purpose of Corporations
The Government, the Economy, and the Corporation
Corporations and Ethics
Capital Structure
Governance
Conclusion
Summary
Note
Download Chapter
1 Token Chapter 2.聽History The Early Years
Types of Corporate Structure
Historical Legal Landmarks Takeover Eras
Santa Clara v. Southern Pacific Railroad
Stock Market Crash of 1929
Securities Act of 1933 and Securities Exchange Act of 1934
Securities and Exchange Commission
Corporate Scandals of the 1990s and 2000s
Sarbanes-Oxley Act
Conclusion
Summary
Notes
Part Two:聽The Players Download Chapter
1 Token Chapter 3.聽Shareholders Ownership and Responsibility Receiving Information
Board Elections
Proposal Submission and Voting
Duty of Loyalty and Duty of Care
Shareholder Meetings
Conclusion
Summary
Note
Download Chapter
1 Token Chapter 4.聽Board of Directors Structure
Responsibility of Selecting the CEO Evaluating the Candidates
Effective Recruiting
Responsibility of Selecting the Executive
Legal Obligations
Independent Outside Directors
Elections Nominations
Voting
Compensation
Reprisal
Additional Committees
Conclusion
Summary
Download Chapter
1 Token Chapter 5.聽CEO and Chairperson Role of the Chairperson
Expectations of the CEO
Executive Compensation
Board鈥揗anagement Relationship
CEO Succession Planning, Selection, and Performance
Conclusion
Summary
Part Three:聽Good Governance Download Chapter
1 Token Chapter 6.聽Good Corporate Governance: An Introduction Definition of Corporate Governance
Basics of Corporate Governance
Theories of Corporate Governance Agency Theory
Theorized Causes of Corporate Crime
Models of Corporate Governance
Principles of Corporate Governance
Conclusion
Summary
Notes
Download Chapter
1 Token Chapter 7.聽Signs of Trouble Indicators Relating to the Board
Indicators Relating to the Executive
Indicators Relating to Shareholders
Indicators Relating to Finances
Conclusion
Summary
Download Chapter
1 Token Chapter 8.聽Changes Made Through Corporate Governance Whistle-blower Procedures Importance of the Whistle-blower
Protecting the Rights of Whistle-blowers
Establishing Policies
Duties of the Whistle-blower
Educating Employees
Code of Ethics Principles of the Code
Setting an Example
Code Establishment
Code Enforcement and Evaluation
Performance Evaluations
Compensation Packages
Director Elections
Conclusion
Summary
Download Chapter
1 Token Chapter 9.聽Regulations and Strategies for Corporate Governance Sarbanes-Oxley Act
Securities and Exchange Commission Regulations for Shareholder Proposals
Organization for Economic Co-Operation and Development
Cadbury Report
Balanced Scorecard
Good Corporate Governance Components
Conclusion
Summary
Note
Part Four:聽International Perspective Download Chapter
1 Token Chapter 10.聽International Corporate Governance Corporations Around the World
International Corporations
Global Investors
Global Corporate Governance Forum
Conclusion
Summary
Note
Download Chapter
1 Token Chapter 11.聽Corporate Governance in Emerging Markets: Asia and Latin America Asia
Latin America
Conclusion
Summary
Notes
Download Chapter
1 Token Chapter 12.聽Not-for-Profit Organizations Nonprofit and For-Profit Corporations
Stakeholders, Not Shareholders
Underlying Principles
Improved Security of Accounting Practices
Benefits of Good Corporate Governance for Not-for-Profit Corporations
Ideal Not-for-Profit Corporate Governance Profile
Conclusion
Summary
Download Chapter
1 Token Afterword
Download Chapter
1 Token Appendix A.聽Guide to the Combined Code on Corporate Governance and its Similarities to Corporate Governance in the American Model Code Of Best Practice Section 1 Companies
Download Chapter
1 Token Appendix B.聽Directory of Select Corporate Governance Organizations Around the World
Download Chapter
1 Token Glossary
Essentials of corporate governance /
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