Building Better Boards: A Blueprint for Effective Governance

Building Better Boards: A Blueprint for Effective Governance
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Must-Read for Today's Business Executive and Shareholders Alike

Thoughtful and timely

Building Better Boards: A Blueprint for Effective Governance
David A. Nadler , Beverly Behan , Mark Nadler , and Jay W. Lorsch
Manufacturer: Jossey-Bass
ProductGroup: Book
Binding: Hardcover

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Book Description

Praise for Building Better Boards

"Building Better Boards bridges the gap between talk and action. A must-read for board members, CEOs, governance experts - really for anyone who cares about the future of the corporation."
—Anne M. Mulcahy, chairman and CEO, Xerox Corporation

"Building Better Boards covers all the key issues facing boards in the post-Sarbanes-Oxley era. It provides practical advice based on the authors' wide-ranging experience with major companies that have built successful boards."
—Marty Lipton, Wachtell, Lipton, Rosen & Katz

"This important new book uses concepts gleaned from the collective wisdom of our Blue Ribbon Commission on Board Leadership and adds practical, real-world board examples. The section on crisis management is particularly helpful."
—Roger W. Raber, president and CEO, National Association of Corporate Directors

"This book provides a comprehensive review and effective guide to making any board an effective team, and thus an asset, for their company."
—Richard H. Koppes of Counsel, Jones Day, and former general counsel, CalPERS

"A balanced, insightful, thoughtful, and, above all, useful look at what can be done to create excellent boards."
—Edward E. Lawler III, director, Center for Effective Organizations, Marshall School of Business, University of Southern California

"Improving board effectiveness is easier said than done. Building Better Boards lays out the how-tos in a clear and compelling way that is of practical value for directors and CEOs alike."
—Kenneth W. Freeman, former chairman and CEO, Quest Diagnostics Inc.

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Praise for Building Better Boards ""Building Better Boards bridges the gap between talk and action. A must-read for board members, CEOs, governance experts - really for anyone who cares about the future of the corporation."" Anne M. Mulcahy, chairman and CEO, Xerox Corporation ""Building Better Boards covers all the key issues facing boards in the post-Sarbanes-Oxley era. It provides practical advice based on the authors' wide-ranging experience with major companies that have built successful boards."" Marty Lipton, Wachtell, Lipton, Rosen & Katz

Customer Reviews:

Must-Read for Today's Business Executive and Shareholders Alike.......2006-01-31

With the increased scrutiny on company accounting practices, executive compensation, and the Board's role in setting strategy, this book on corporate governance is an extremely timely and important one. The authors thoughtfully detail the issues Boards face, how best to work with CEOs and plan for their successor, and develop strategies for effective leadership. There's even a section on Boards for companies outside the U.S., which I found extremely valuable.

For anyone interested in how Boards work and the steps they need to take going forward (and I think any shareholder should be), this is essential reading. Highly recommended.

Thoughtful and timely.......2006-01-30

This is a superb book. Comprehensive and well-written, it addresses a vitally important topic with innovative ideas and practical solutions. In a field increasing crowded with prescriptions for solving the dilemmas of corporate governance, Building Better Boards stands out as a book worth reading.

Governing for Results: A Director's Guide to Good Governance

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Terrific new not for profit resource!!!
Governing For Results: A Director's Guide to Good Governance
Governing For Results: A Director's Guide to Good Governance

Governing for Results: A Director's Guide to Good Governance
Mel D. Gill
Manufacturer: Trafford Publishing
ProductGroup: Book
Binding: Paperback

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ASIN: 1412049385
Release Date: 2006-07-06

Product Description

Nonprofit leaders rave: "Excellent! Best I\'ve read! Lots of Firepower! Love the way it\'s organized, readable style! Well-researched! Comprehensive! Exceptional compendium of resources in easy-to-access components! Great book! User-friendly! Practical!"

Customer Reviews:

Terrific new not for profit resource!!!.......2005-11-19

Mel's research and experience has led him to conclude that "the essentials of good governance are generally not well understood and that what is understood is not well communicated to the millions of volunteers who serve as directors on boards". Mel performed extensive research on 20 non-profit and public sector organizations, diversified in causes from a small rural service club with no operating budget to health boards with million dollar budgets. The median budget size was approx. $3 million. He studied the finances and governance practices of these organizations over a 20 year period. Among other things, he utilized a Governance Self-Assessment Checklist as a research tool.

Things I like about the book:

* Numerous real-life examples which brought the concepts to life
* Good description of the organizational functions: work, management and governance; and fact that all board members required to do governance and some may also need to "change hats" and do work and or management of their organization
* Description of some early warning signals in areas of human resources (eg. CEO turnover); performance (unplanned deficits, rapid depletion of reserve funds); ineffective board meetings; board culture; "rubber-stamping" of CEO recommendations without effective debate
* Solid research on governance models leading to a typology of 9 board types based on primary board focus
* List of 7 primary areas of responsibility that cut across all models:
o establishing/safeguarding mission and planning for the future
o financial stewardship
o human resources stewardship
o performance monitoring and accountability to key stakeholders
o community representation, education and advocacy
o risk management
o managing critical events or transitional phases
* Excellent assessment tools, one I personally utilized with great success
. Strong sections highlighting the board development, management and decision-making processes

Just a few areas which could be enhanced for the 2nd edition: some legal interpretations and information on directors' liabilities (although I know this book is not meant as a primary resource for these topics); and more about the board's role in fundraising and sustainability.

Overall, I think this is truly a great Canadian comprehensive resource on voluntary sector governance, written to be understood by most board members with excellent governance tips and tools. I carry it with me whenever I am delivering governance training workshops! Thanks, Mel!

Governing For Results: A Director's Guide to Good Governance.......2005-04-20

For many years I have been making recommendations to municipal and regional authorities related to funding not-for-profit organizations. This new guidebook will be invaluable to organizations that realize the importance of being able to demonstrate good governance practices. The book is structured to provide easy access to the essential elements of effective governance. I especially appreciate the inclusion of well-researched case studies, practical quick tips, and relevant samples of policies and checklists. The last chapter provides numerous tools that board members and managers can readily use to improve governance.

Governing For Results: A Director's Guide to Good Governance.......2005-04-20

This is a "must have" reference, not only for board members and senior executives, but also for consultants and for foundations and government bodies funding not-for-profits - and particularly for students taking governance courses in colleges and universities.

As a governance and board development consultant I will be using Mr. Gill's very readable book to assist my clients in strengthening their organizations. This guidebook covers the seven primary areas of board responsibility and is replete with highly applicable "Case Illustrations" and "Quick Tips". Its final section provides numerous "tools" - such as samples of, and templates for, key policies, financial monitoring, and performance evaluation.

A supplementary CD-ROM is available and I highly recommend acquiring this too. Users should also consider accessing Mr. Gill's online "Governance Self-Assessment Checklist (GSAC) service, available through the author's website.

I don't know of any other resource that "covers all the bases" of good governance - certainly none could be better in providing truly useful and practical guidance for boards in trouble or for boards that are striving to improve their performance.

Nonprofit Boards: Roles, Responsibilities, and Performance (Nonprofit Law, Finance, and Management Series)
Average customer rating:

Right on target . . . .

Nonprofit Boards: Roles, Responsibilities, and Performance (Nonprofit Law, Finance, and Management Series)
Diane J. Duca
Manufacturer: Wiley
ProductGroup: Book
Binding: Hardcover

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Nonprofit Boards That Work: The End of One-Size-Fits-All Governance

ASIN: 0471130206

Book Description

Any nonprofit that wants to survive beyond the nineties had better be governed by an effective, flexible board of directors. But what role should a nonprofit board play in fulfilling the organization's mission? How should the board carry out its responsibility to see that funds and other resources are used in the most efficient possible manner? How can the board perform its duties without alienating staff members? What pitfalls can divert a nonprofit board from addressing critical board functions?

Nonprofit Boards: Roles, Responsibilities, and Performance answers these questions and many more. This practical guide is dedicated to helping nonprofit board members, chairpersons, and executive directors develop and manage effective boards, empowered to respond to the special needs of their organizations. Diane J. Duca offers different ways to approach organizing and utilizing a board by presenting different board models. Using case studies and illustrations from real-life situations, she explores every aspect of board management, clarifies the roles of board members and executives, and discusses the board's legal and ethical obligations.

In her discussion of core responsibilitiesâstrategic planning, policy setting, fiscal oversight, and fund-raisingâMs. Duca focuses on creating a spirit of cooperation between board and staff. Nonprofit boards that successfully fulfill their obligations and perform responsibly inspire staff members and set an example for everyone in the organization.

Regardless of your organization's managerial style or the structure of your boardâpassive or active, entrepreneurial or averse to riskâthis invaluable guide will help board members and staff to develop mission-based policies, increase support, and improve communications between board and staff. Nonprofit board members who understand and accept their roles as trustees offer a vital service not only to their organization but also to society. Nonprofit Boards is designed to help them carry out this important duty.

"In my opinion, what was desperately needed from us 'volunteers' were resources, advocacy in the community, and hands-on help for a shoestring operation; instead, we acted like a judiciary body of advisors and critics."âLetter from a Former Board Member of a Nonprofit Organization

Too often, a nonprofit organization's efforts to fulfill its mission or use its resources efficiently are frustrated by an ineffectual, poorly defined, or adversarial relationship between the board and staff. Nonprofit Boards: Roles, Responsibilities, and Performance will help executives and board members avoid these conflicts with invaluable guidance and strategies for effective board management. Using case studies and real-life examples, it

Clarifies the roles and functions of board members and executives
Details board duties, including strategic planning and fiscal oversight
Describes different organizational models for nonprofit boards and discusses their advantages and disadvantages
Explains how structural diversity within the board can maximize its effectiveness and flexibility
Discusses legal and ethical obligations and how the board can ensure that the nonprofit fulfills its mission
Examines cooperative board-staff relations and how a board can be the catalyst for organizational change
Includes numerous helpful charts and tables as well as in-depth appendices
Presents contemporary issues facing nonprofits and their boards, including government relations, image-building, professionalism, and diversity

Customer Reviews:

Right on target . . . ........1998-01-19

I cannot imagine any development officer, who must expend enormous time, energy and resources recruiting, nurturing, and equipping board members, not wanting perhaps the best-written book on the subject now in print. Nonprofit Boards not only discusses traditional board models -- such as the "tripartite" system of board of directors, executive, and staff -- but suggests alternative models. In so doing, it gets us thinking: Is it okay to reconsider how we do things? Are there other approaches that would make us a more effective organization? How can board members be more effective in fund raising? Diane Duca, executive director of the Edmonds Alliance for Economic Development, writes from more than 20 years experience in the nonprofit sector. She has written is a practical guide to helping nonprofit board members, chairpersons, and executive directors develop and manage effective boards. Her ample use of studies and illustrations, drawn from real-life examples, makes this a practical, usable resource. Importantly, the author cites a 1994 survey of the National Center for Nonprofit Boards which reported that executives most often cited their boards' "lack of fund-raising capability and lack of commitment and involvement" as a major weakness. She points out that less than five per cent of the respondents cited fund-raising as a board strength. Duca hits this vital issue head on. Those of us in fund development will find her discussion right on target.

Pay without Performance: The Unfulfilled Promise of Executive Compensation

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Author an academic and not experienced in actual day to day compensation matters
This Fascinating Read Will Leave You Thinking ...
Fantastic Resource on Corporate Culture Run Amok
Excellent. The authors deliver a strong performance.
Great analysis; flawed reform proposals

Pay without Performance: The Unfulfilled Promise of Executive Compensation
Lucian Bebchuk , and Jesse Fried
Manufacturer: Harvard University Press
ProductGroup: Book
Binding: Hardcover

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The Recurrent Crisis in Corporate Governance
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Harvard Business Review on Corporate Governance (Harvard Business Review Paperback Series)

ASIN: 0674016653

Book Description

The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders.

Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives.

This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

Customer Reviews:

Author an academic and not experienced in actual day to day compensation matters.......2007-09-24

Jesse Fried is a corporate compensation grandstander who seems to show up at every scandal (recently the backdating scandal). Unfortunately it is obvious he has no "real world" management experience!

On Mr. Frieds allegation that stock option expenses are "hidden" by CEOs, corporate types in order to increase their bonus targets:
- CEO compensation (bonus targets etc) are almost NEVER based on non cash expenses, such as stock options expenses. Bonus targets are typically cash flow based only (meaning it doesn't matter to CEO bonus targets if stock options expenses are high or not) and anyone writing a book on executive compensation should KNOW THIS!

On Mr. Frieds allegation that the only possible reason for stock option backdating (without expensing) is to HIDE expenses to the company, presumably to increase the mysterious "bonus targets" above:
- Stock option backdating is used to give a hiring bonus that is only redeemable in 4 years and only if the company continues to perform (reflected in the stock price). The "locked in" and vesting aspects of stock options backdating are the reason they are used, resulting in significant value to company that cash hiring bonuses do not provide. These are not used to hide expenses and anyone who had ever seen these used in a real world setting would know this.

In my opinion, Mr. Fried needs to hire a management consultant who has actually PERFORMED AS A MANAGER before he writes anymore assessments on the state of executive pay.

This Fascinating Read Will Leave You Thinking ..........2006-08-08

Other reviewers have made many excellent points. I'll try to avoid duplicating their comments here...

- This book is written by two law school professors. They carefully and precisely make their case. Even as they make their points, they consider possible counter-arguments, and then cite further evidence to answer these objections. They clearly and methodically make their case.

- They start from a somewhat unique set of premises.
--> Whereas many critiques of executive compensation approach the large amounts as an egregious breach of egalitarian values, the authors are indifferent about the size of exec compensation.
--> On the flip side, while many would excuse large compensation packages as necessary to obtain top talent in a tight market, the authors come from a perspective of "if shareholders, as the *owners* of the company, can pay a lot for exec talent, but not get good returns, what's wrong with the market for executive talent?" This book challenges long held assumptions price always equals quality when shopping for top management talent.

- For a book that cites hard economic facts as often as they do, it also does a great job of analyzing the human element of this market to provide insights that seem missing in public debate about executive pay.

- Even as someone who is an outsider both to corporate governance and executive compenation, I found this book accessible and an enjoyable read. As a shareholder of a number of companies, I intend to take opportunities to reform this clearly corrupt system.

Highly recommend this book for everyone who owns shares in a publicly traded company, or works for one.

Fantastic Resource on Corporate Culture Run Amok.......2006-06-20

Superb exposé on the appalling lack of ethical fortitude amongst our country's business elite--namely the chief executives, their officers, and sadly those given the responsibility for representing the shareholders' interests, the directors. The adage "no one looks after your money like you do" is well-remembered by the reader of "Pay without Performance."

Primarily due to a phenomenon know as "interlocking" executives cross-pollinate their respective boards with a surprisingly shallow gene pool leaving the ordinary shareholder hardly independently represented at all.

Bebchuk and Fried do well by illustrating the mockery known as "independent compensation committees" when these committees are typically hired under the corporation's own HR department usually by CEO referral. Tough to place credence in any recommendation so biased from the outset!

Now only two years after the publication of this book, and several studies cited therein, the SEC has launched a sweeping probe into options timing--in particular boards who allowed their executives to cherry-pick the grant dates of options to take advantage of inside information to profit at the expense of shareholders at large. Criminal, yet condoned by far too many corporate "leaders."

Ultimately the question arises--Is the solution for shareholders to vote via increased legislation or with their wallet by only investing in corporations fully aligned with their interests? The authors make an excellent case for instituting a performance-based compensation system as well as supporting the role of making directors truly independent and not pawns of the CEO. Fantastic resource on corporate culture run amok--the elusive 5 Stars!

Excellent. The authors deliver a strong performance........2005-05-09

This is an excellent book. The authors have done extensive research from both a legal and economic standpoint to support their hypothesis that companies with better Board governance, more accountable CEOs, better structured CEO compensation packages perform much better than the others. They show better operating performance resulting in superior shareholder value creation over the long term.

Their diagnostic of what ales executive compensations are so well grounded they have become common knowledge for any readers of the financial press over the past couple of decades. Compensation of CEOs and other top officers has become insane. The structure of equity compensation has become so tilted in the CEOs favor that as the authors indicate they really don't have to perform. If they perform poorly they make a boatload of money. If their performance is about average they make an astronomical amount of money. What kind of pay-for-performance is this?

Other reviewers have had surprisingly strong reactions to the authors' proposals to redress the effectiveness of executive compensation. I found that surprising given that the authors' proposals are not that radical to begin with. They boil down to restructuring equity compensation so they reflect targets and vesting periods that make economic sense and align the economic interest of the executive with the long-term interest of shareholders. Their proposals also entails a massive shift of power from entrenched Board members plagued with serious conflict of interest to the shareholders of the companies who are the ones bearing the full brunt of the equity risk. In the days of the Enron, Tyco International, Arthur Andersen recent scandals, I find the authors recommendations rather sound. I do think a shift from Board to shareholder power would do a good deal to restore the integrity of certain executives, the transparency and the quality of accounting and financial disclosure.

Thus, I really think you will enjoy and learn a lot from this book. In a similar fashion, if you want to educate yourself regarding how movie stars are paid, and why just like CEOs they may be grossly overpaid I strongly recommend the recently released book "The Big Picture" by Edward Jay Epstein. This is another fascinating point that touches on the sensitive topic of a privilege group that earns a staggering amount of money hardly justifiable on any grounds.

Great analysis; flawed reform proposals.......2004-12-25

I have been reading Pay Without Performance: The Unfulfilled Promise of Executive Compensation by (Harvard law professor) Lucian Bebchuk and (Boalt law prof) Jesse Fried. Bebchuk and Fried take issue with the standard academic account of executive compensation, which goes something like this: Executive compensation is a classic agency cost problem. Although CEOs and other executives are agents of the corporation and its shareholders, they have incentives to shirk. Indeed, they have incentives to behave opportunistically - i.e., to maximize their own wealth and perks at the expense of their shareholder principals. Accordingly, executive compensation schemes must be designed in ways that constrain shirking and opportunism; in other words, executive compensation schemes should strive to align executives' interests with those of the shareholders. In the literature, this usually leads to a recommendation of some sort of performance-based pay scheme, typically entailing the use of stock options.

Bebchuk and Fried do a good job of explaining why executive compensation schemes fail adequately to align managerial and shareholder interests. In brief, they make the very sensible point that managerial influence over the board of directors taints the process by which executive compensation is set. In other words, the system by which agency costs are to be checked is itself tainted by an agency cost problem.

I get off the boat, however, when it comes to the solution. Bebchuk and Fried want to displace the time-tested corporate governance system of director primacy with an untested new system based on shareholder primacy. As regular readers of my academic work know, this is anathema in my book. (I'm writing a review of their book for the Texas Law Review, which will focus on this point, and which should be available on www.ssrn.com in a month or two.)

Having said that, however, Bebchuk and Fried are to be praised for having written a book that makes highly technical doctrinal and economic analysis accessible to the educated lay reader, while not dumbing down some very sophisticated analysis. As a result, the book remains useful to the specialist as well. It is definitely a book that anyone interested in corporate governance and executive compensation ought to own.

International Joint Ventures in China: Ownership, Control and Performance (Studies on the Chinese Economy)

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International Joint Ventures in China: Ownership, Control and Performance (Studies on the Chinese Economy)
Yanni Yan
Manufacturer: Palgrave Macmillan
ProductGroup: Book
Binding: Hardcover

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ASIN: 0312223013

Book Description

Corporate governance, namely the relationship between the ownership and control of firms, takes on new dimensions in the case of international joint ventures operating in the special context of China. The present study contributes a new examination of this relationship firstly through its conceptual refinement, and secondly through original empirical research. It develops the concept of ownership as suited to joint venture, in which account is taken of non-capital resourcing by foreign and Chinese partners.

Governing the Modern Corporation: Capital Markets, Corporate Control, and Economic Performance

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Governing the Modern Corporation: Capital Markets, Corporate Control, and Economic Performance
Roy C. Smith , and Ingo Walter
Manufacturer: Oxford University Press, USA
ProductGroup: Book
Binding: Hardcover

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Corporate Governance

ASIN: 0195171675

Book Description

Nearly seventy years after the last great stock market bubble and crash, another bubble emerged and burst, despite a thick layer of regulation designed since the 1930s to prevent such things. This time the bubble was enormous, reflecting nearly twenty years of double-digit stock market growth, and its bursting had painful consequence. The search for culprits soon began, and many were discovered, including not only a number of overreaching corporations, but also their auditors, investment bankers, lawyers and indeed, their investors. In Governing the Modern Corporation, Smith and Walter analyze the structure of market capitalism to see what went wrong. They begin by examining the developments that have made modern financial markets--now capitalized globally at about $70 trillion--so enormous, so volatile and such a source of wealth (and temptation) for all players. Then they report on the evolving role and function of the business corporation, the duties of its officers and directors and the power of its Chief Executive Officer who seeks to manage the company to achieve as favorable a stock price as possible. They next turn to the investing market itself, which comprises mainly financial institutions that own about two-thirds of all American stocks and trade about 90% of these stocks. These investors are well informed, highly trained professionals capable of making intelligent investment decisions on behalf of their clients, yet the best and brightest ultimately succumbed to the bubble and failed to carry out an appropriate governance role. In what follows, the roles and business practices of the principal financial intermediaries--notably auditors and bankers--are examined in detail. All, corporations, investors and intermediaries, are found to have been infected by deep-seated conflicts of interest, which add significant agency costs to the free-market system. The imperfect, politicized role of the regulators is also explored, with disappointing results. The entire system is seen to have been compromised by a variety of bacteria that crept in, little by little, over the years and were virtually invisible during the bubble years. These issues are now being addressed, in part by new regulation, in part by prosecutions and class action lawsuits, and in part by market forces responding to revelations of misconduct. But the authors note that all of the market's professional players--executives, investors, experts and intermediaries themselves--carry fiduciary obligations to the shareholders, clients, and investors whom they represent. More has to be done to find ways for these fiduciaries to be held accountable for the correct discharge of their duties.

Corporate Governance and Firm Performance (The Research Foundation of AIMR and Blackwell Series in Finance)

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Corporate Governance and Firm Performance (The Research Foundation of AIMR and Blackwell Series in Finance)
Jonathan M. Karpoff , M. Wayne, Jr. Marr , and Morris G. Danielson
Manufacturer: Research Foundation of AIMR & Blackwell Publishers
ProductGroup: Book
Binding: Paperback

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ASIN: 094320528X

Book Description

Many studies indicate that a company's stock price decreases when the company adds restrictions regarding corporate governance to its charter or bylaws. The authors of this monograph analyzed the effect of 20 different governance provisions and report that companies with the fewest restrictive provisions in their industries have the best industry-adjusted performance.

Corporate Governance and Economic Performance

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Corporate Governance and Economic Performance

Manufacturer: Oxford University Press, USA
ProductGroup: Book
Binding: Hardcover

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Book Description

Corporate governance has time and again been the subject of extensive scrutiny and controversy. Much of the debate of the 1960s and 1970s focused on the managerial corporation in the USA and the UK, inspired by the seminal work of Berle and Means (1932). The separation of ownership from control has been blamed for spectacular business failures. While there is ample evidence about corporate governance and performance in the USA and the UK, very little is known about the functioning of corporate governance elsewhere. "Corporate Governance and Economic Performance" presents evidence about corporate governance and performance in a large number of countries. It is the result of a collective research effort by the members of the European Corporate Governance Network (ECGN), which brought together 'country teams' familiar with the language and corporate culture of their respective countries. The volume focuses on Austria, Belgium, Germany, France, Italy, Japan, the Netherlands, Spain, Turkey, the United Kingdom, and the United States. While the 'owner--manager conflict' appears to dominate in the USA and the UK, the 'large--small shareholder' conflict is important in Continental Europe. Based on this evidence, the authors derive important policy implications for capital market reform in Europe.

The Changing Face of Corporate Ownership: Do Institutional Owners Affect Firm Performance (Financial Sector of the American Economy,)

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The Changing Face of Corporate Ownership: Do Institutional Owners Affect Firm Performance (Financial Sector of the American Economy,)
Michael Rubach
Manufacturer: Routledge
ProductGroup: Book
Binding: Hardcover

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ASIN: 0815335024

Book Description

This book examines the shareholder activism of institutional investors, and the effect of this activism on portfolio performance. By focusing on 118 institutional investors headquartered in the United States, the book is unique in addressing the shareholder activism of a large sample.

Institutional shareholder activism is defined to include both traditional mechanisms of influence (i.e. filing shareholder proposals) and relationship investing. Institutional owners included private and public pension funds, mutual funds, bank trusts, insurance companies, endowments, and foundations. These institutional owners differ substantially, and these differences lead institutions to use their ownership power to pursue different philosophies and actions. Some institutions follow a passive governance policy, While others adopt an activist role.

This book seeks to answer four questions: (1) Are institutional owners actively involved in the strategic affairs of companies in their portfolios? (2)Which formsof activism do institutional owners employ (either confrontational mechanisms, such as filing shareholder proposals, or relationship building mechanisms)? (3)Which forms of activism employed are most effective? and (4) Does the institutional type affect its pursuit of shareholder activism? In answering these questions the author suggests new important results that in many cases are contrary to what prior reports of the activities by a small number of institutional owners may intimate."

Beyond Governance: Creating Corporate Value through Performance, Conformance and Responsibility

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Governance Alone Won't Cut It

Beyond Governance: Creating Corporate Value through Performance, Conformance and Responsibility
Martin Fahy , Anastasia Weiner , and Jeremy Roche
Manufacturer: Wiley
ProductGroup: Book
Binding: Hardcover

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ASIN: 0470011513

Book Description

Following a series of corporate scandals, legislators have company executives in their sights, and are arming themselves with ever-greater regulatory firepower. All agree that good governance is essential - but must not be allowed to stifle business performance.

Beyond Governance develops the concept of Enterprise Governance, an emerging framework which unites Performance, Conformance and Corporate Responsibility and shows how addressing all of these areas in a concerted, coordinated fashion will deliver value to the organisation and its stakeholders. In particular, it focuses on the skills, processes and systems that are required to deliver excellence in each of these areas, giving readers a practical insight into the issues and an understanding of best practice in each area.

Many firms are rethinking their finance activities in the light of e-commerce, shared service centres, business intelligence technology and cost pressures. Beyond Governance explores the challenge of building a modern, flexible finance function, describing the emerging role of the new CFO and how finance professionals should respond to this new business environment.

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"Following a series of corporate scandals, legislators have company executives in their sights, and are arming themselves with ever-greater regulatory firepower. All agree that good governance is essential - but must not be allowed to stifle business performance.

Customer Reviews:

Governance Alone Won't Cut It.......2005-09-09

Governance is one of many buzzwords floating around the corporate and information technology worlds today. For many people, it may rank right down there with compliance. But the reality is that governance has been traditionally viewed as essential to corporate viability and survival. But the question is whether strong governance should be the end game, or the starting point for a new model. In Beyond Governance: Creating Corporate Value through Performance, Conformance and Responsibility (John Wiley and Sons, 2005, 336 pages), Martin Fahy, Jeremy Roche, and Anastasia Weiner argue that governance alone will not cut the mustard, and that a new model is needed.

In this book, which should challenge most readers' conventional thinking, the authors set out to set governance on its ear. They do this by arguing that governance alone is not the answer, and that the new model needs to be built on performance, conformance, and corporate responsibility. The succeed on many levels that, if their model is accurate, has many implications for companies, customers and vendors alike.

What readers need to take from this book is that traditional roles such as finance and accounting have changed and are constantly evolving. For people in these professions, they need to understand this and adapt. For software vendors, the paradigm has to shift from one of lowering costs, because corporations are past that stage, and focus on how their products need to demonstrate how they add to strategic, integrated value. For Chief Financial Officers (CFOs) and internal auditors, the authors discuss risk assessment and risk management at length.

What I found most interesting is that the authors are writing what IBM and Lotus Software have been saying for going on 20 years now: collaboration and workflow are an essential cog in this model. In fact, as much as IBM has been criticized by Industry analysts and their own business partners for their Workplace strategy, it is clear from my reading of this book is that they "got it" a long time ago, and many of their competitors still do not "get it". Their challenge now is to clearly articulate it in relation to the model presented.

I do not know if I was comfortable with the authors' discussion of corporate responsibility as it represents a very Euro-centric view of corporate responsibility through the promotion of sustainable economic development in the Third World. I am not saying I disagree with their views, it is just that this might be a harder sell in the United States.

Who Should Read This Book?

This book has many potential audiences who really should read it. CEOs, CFOs and CIOs should read it an embrace at least some of the concepts in their strategic thinking and planning. Internal and external auditors should read it to better understand the big picture. And finally, software vendors should read it to understand what they need to do and where they need to go to create strategic value with their products.

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An Eagle on a Long Par 5

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