This book is a primer on corporate governance for large, publicly
held companies in the United States --the system that defines the
distribution of rights and responsibilities among different
participants in a corporation, such as the board, managers,
shareholders, and other stakeholders, and spells out the rules and
procedures for making decisions on corporate affairs. As with any
complex system, corporate governance functions best when all of its
constituent elements work in harmony, when each performs its
assigned role, with the right incentives, properly aligned
interests and the right tools for the job. The turbulent history of
corporate governance in recent years is testimony that this has not
always been the case. The American system of corporate governance
has been confronted with significant challenges in the last
twenty-five years. Many of these challenges can be traced to the
rapid, often unpredictable changes that have occurred in the global
competitive environment which have fundamentally changed -
domestically as well as abroad - the opportunities and risks
American companies face every day. Others have their roots in
broader societal shifts such as changes in attitude towards the
value and role of free markets, a growing recognition of the
importance of environmental concerns and a clamor for greater
transparency and accountability in public as well as private
organizations. At the same time, the corporate governance landscape
itself continues to evolve.Shareholding has become concentrated
through institutional intermediaries who exercise their fiduciary
duties with a process of shareholder communications, resolutions
and director elections. The composition of boards of directors
continues to evolve as they pursue more independence, greater
diversity, and stronger global representation. Newly adopted
executive compensation reforms are focused on better aligning the
interests and incentives of corporate management with those of
long-term shareholders. Some of these changes have occurred
organically, many more have been the result of outside forces,
including landmark federal legislation, new state rules and codes,
and interpretive judicial decisions. The bottom line is that the
entire corporate governance process has been under evaluation. This
is both healthy and essential for the future of our economy. It
signals a widely shared belief - by corporate directors,
shareholders, the markets generally and the regulatory community -
that corporate governance matters. The importance of this
recognition can hardly be overstated. As a wave of corporate
scandals in the late nineties and the recent global financial
crisis remind us, the efficacy of corporate decision making and our
regulatory systems directly affect our well-being. Sound corporate
governance not only pays by producing value for all stakeholders of
the firm but also, even more importantly, it is the right thing to
do--for investors, other stakeholders, and society at large. In
other words, sound corporate governance is not just good business;
it is also a moral imperative. A good number of the books written
on corporate governance focus on legal issues - the rights and
obligations of the various stakeholders under Federal and State
laws - or take the perspective of individual or institutional
external shareholders. This book is positioned differently; it
approaches corporate governance from an executive perspective and
is designed to help the reader become a more effective participant
in the corporate governance system--as an executive dealing with a
board, as a director, or as a representative of a company's other
numerous stakeholders. The first looks at corporate governance from
a macro perspective. It begins with a description of the various
components of the U.S. corporate governance system and a brief
survey of its history. It then asks the fundamental question 'Who
owns the corporation?' to frame a discussion of different schools
of thought about a corporation's responsibilities to its
shareholders and society at large. Next, we focus on the legal
framework that defines a board's basic responsibilities and
obligations and look at current trends regarding board size,
composition and structure. As part of this discussion we briefly
review a number of major governance reforms adopted in recent years
such as the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street
Reform and Consumer Protection Act of 2010, and recent SEC rule
changes. The second part of the book focuses on the workings of the
board itself and its principal challenges: CEO selection and
succession planning, the board's responsibilities in the areas of
oversight, compliance and risk management, the board's role in
strategy development, the issue of CEO performance appraisal and
executive compensation, a board's challenges in dealing with
external pressures, unexpected events and crises, and finally, a
board's most difficult challenge--managing itself.
General
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