Table of Contents
Chapter 1: Corporate Governance: Linking Corporations and Society
The U.S. Corporate Governance System
Corporate Governance Elsewhere in the World
Corporate Governance in America: A Brief History
The Meltdown of 2001
The Financial Crisis of 2008
Chapter 2: Governance and Accountability
Who Owns the Corporation? The Legal Debate
Focus of U.S. Governance Law: Conduct or Accountability?
Corporate Purpose: A Societal Perspective
The Primacy of Shareholder Interests: A Historical Perspective
Governance Without a Shared Purpose?
Is Shareholder Value Maximization the Right Objective?
Stakeholder Theory: A Viable Alternative?
Resolving the Conflict: Toward Enlightened Value Maximization?
Chapter 3: The Board of Directors: Role and Composition
The Board’s Responsibilities: The Legal Framework
A Board’s Role: A Governance Perspective
The Board’s Role: Governance, Not Management
Recent Board Trends
Board Leadership: Should We Separate the Chairman and CEO Positions?
Board Committees and Director Compensation
Chapter 4: Recent U.S. Governance Reforms
Recent Governance Reforms: An Executive Summary
Analysis: Stronger Governance or Regulatory Overkill?
Synthesis: What Is the State of U.S. Corporate Governance?
The Challenge: Striking a Balance
Chapter 5: CEO Selection and Succession Planning
CEO Selection: A Key Board Responsibility
Succession Planning Is an Ongoing Process
CEO Turnover: Different Scenarios, Different Challenges
CEO Selection: Common Board Mistakes
Insider or Outsider?
Grooming the Next CEO
Succession Planning: Best Practices
Chapter 6: Oversight, Compliance, and Risk Management
The New Regulatory Climate
Warren Buffett on the Challenge of the Audit Committee
Legal Issues Regarding Oversight
Red Flags in Management Culture, Strategies, and Practices
Questions About Ethics and Compliance for the Board
Questions About Hedging, Derivatives, and Trading Risks
Enterprise Risk Management: The Board’s New Tool
Codes of Ethics and Codes of Conduct
Chapter 7: The Board’s Role in Strategy Development
Who Is Responsible for Strategy Development?
A Framework for Board Strategy Engagement
The Board’s Involvement in Strategy: Special Situations
Monitoring Strategy Implementation: Choosing Metrics
Creating a Strategy-Focused Board
Chapter 8: CEO Performance Evaluation and Executive Compensation
CEO Performance Evaluation
The Role of the Compensation Committee
Executive Compensation: Best Practices
Chapter 9: Responding to External Pressures and Unforeseen Events
The Rise of Shareholder Activism
Demands for Corporate Social Responsibility (CSR)
Dealing With Hostile Takeovers
The Board’s Role in Crisis Management
Chapter 10: Creating a High-Performance Board
Managing Itself: A Board’s First Priority
What Defines the Best In-Class Boards?
The Right Leadership: The Key to Board Effectiveness
Understanding the “Sociology” of the Board
Time and Information Deficits: Barriers to Board Effectiveness
Building the Right Team: Board Composition
Chapter 11: Epilogue: The Future of Corporate Governance
The Global Convergence of Corporate Governance Practices
Global Investor Concerns
Global Convergence of Systems, Requirements, and Practices
Prospects for Further U.S. Governance Reform
A New Compact Between Business and Society?
Appendix A: Sarbanes-Oxley and Other Recent Reforms
Shareholder Approval for Equity-Compensation Plans
Codes of Ethics and Conduct
Certification of Financial Statements
Payments to Directors and Officers
Creation of the PCAOB
Disclosure of Internal Controls
Appendix B: Red Flags in Management
Appendix C: Enterprise Risk Management: Ask the Board
Questions Boards Should Ask About Risk Management