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Fundamentals of Corporate Governance
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Fundamentals of Corporate Governance

Four Volume Set
Edited by:


February 2008 | 1 512 pages | SAGE Publications Ltd
Fundamentals of Corporate Governance assembles definitive work by leading international scholars in the field of corporate governance from the United States, UK, Europe, Asia, and Australia. The editors provide an illuminating focus on the mechanisms and institutions of corporate governance. Each of the four volumes address a major theme, examine historical and current debates, analyze research findings, and project policy development.

Key Features
  • Volume I explores fundamental issues of ownership and control.
  • Volume II looks at the board of directors and how boards maintain balance and exercise strategic control.
  • Volume III examines the controversial issue of CEO power and reward.
  • Volume IV considers the increasing influence of institutional investors and the importance of corporate social responsibility.
As corporate governance has become more prominent in public debate it is increasingly included in the mainstream business and management curriculum, and this critical development is likely to continue. Fundamentals of Corporate Governance will appeal to university and institutional libraries wishing to have an accessible, authoritative guide to corporate governance.

 
Volume One
Ownership and Control

 
 
Introduction
The Fundamentals of Corporate Governance

 
 
PART ONE: THE DIMENSIONS OF CORPORATE GOVERNANCE
R I Tricker
The Ideology of Corporate Governance
R Apreda
The Semantics of Governance
A Cadbury
Corporate Social Responsibility
Shann Turnbull
Corporate Governance
Theories, Challenges and Paradigms

 
A Enrione et al
Institutionalizing Codes of Governance
 
PART TWO: THE SEPARATION OF OWNERSHIP AND CONTROL IN THE UNITED STATES
M Zeitlin
Corporate Ownership and Control
The Large Corporation and the Capitalist Class

 
D L Kang and A B Sorensen
Ownership Organization and Firm Performance
Y Gadhoum et al
Who Controls Us?
 
PART THREE: THE SEPARATION OF OWNERSHIP AND CONTROL AROUND THE WORLD
S Claessens et al
The Separation of Ownership and Control in East Asian Corporations
M Faccio and L H P Lang
The Ultimate Ownership of Western European Corporations
S Guriev and A Rachinsky
The Role of Oligarchs in Russian Capitalism
 
PART FOUR: FAMILY OWNERSHIP
M Carney
Corporate Governance and Competitive Advantage in Family-Controlled Firms
 
PART FIVE: INSTITUTIONAL INVESTORS: REUNITING OWNERSHIP AND CONTROL
J Hawley and A Williams
The Emergence of Universal Owners
E P Davis
Institutional Investors, Corporate Governance and the Performance of the Corporate Sector
L V Ryan and M Schneider
The Antecedents of Institutional Investor Activism
J Bogle
How to Return Corporate America to Its Owners
Owners of the World Unite!

 
 
Volume Two
Boards and Directors

 
 
PART SIX: THE CONTEST FOR CONTROL: BOARDS AND DIRECTORS
M S Mizruchi
Who Controls Whom? An Examination of the Relation between Management and Boards of Directors in Large American Corporations
C Weir et al
Internal and External Governance Mechanisms
Their Impact on the Performance of Large UK Public Companies

 
J M Loring and C K Taylor
Shareholder Activism
Directional Responses to Investors' Attempts to Change the Corporate Governance Landscape

 
C Fernandez and R Arrondo
Alternative Internal Controls as Substitutes of the Board of Directors
B Baysinger and R Hoskisson
The Composition of Boards of Directors and Strategic Control
Effects on Corporate Strategy

 
P Stiles and B Taylor
The Strategic Role of the Board
 
PART SEVEN: MAINTAINING BALANCE: THE ROLE OF THE CHAIR
Sir A Cadbury
The Chairman and the Chief Executive
J W Coles and W Hesterly
Independence of the Chairman and Board Composition
Firm Choices and Shareholder Value

 
 
PART EIGHT: THE STRUGGLE FOR INDEPENDENCE: NON-EXECUTIVE DIRECTORS
Z Matolcsy, D Stokes and A Wright
Do Independent Directors Add Value?
J Roberts et al
Beyond Agency Conceptions of the Work of the Non-Executive Director
Creating Accountability in the Boardroom

 
Editor
Beyond 'Independent' Directors
A Functional Approach to Board Independence

 
 
PART NINE: DEVOLVING POWER: NOMINATION AND SUCCESSION COMMITTEES
J P Guthrie and D Datta
Contextual Influences on Executive Selection
Firm Characteristics and CEO Experience

 
W Ruigrok et al
The Determinants and Effects of Board Nomination Committees
 
PART TEN: EVALUATING EXECUTIVES: THE REMUNERATION COMMITTEE
M J Conyon and S I Peck
Board Control, Remuneration Committees and Top Management Compensation
R E Wood
How Independent Is Your Compensation Committee?
A R Goobey
Developments in Remuneration Policy
M J Epstein and M-J Roy
Evaluating and Monitoring CEO Performance
Evidence from U S Compensation Committee Reports

 
 
PART ELEVEN: INTERNAL CONTROL: THE AUDIT COMMITTEE
L F Spira
Ceremonies of Governance
Perspectives on the Role of the Audit Committee

 
S Turley and M Zaman
The Corporate Governance Effects of Audit Committees
S C Vera-Munoz
Corporate Governance Reforms
Redefined Expectations of Audit Committee Responsibilities and Effectiveness

 
 
Volume Three
Executives and Performance

 
 
PART TWELVE: AGENCY DILEMMAS
E F Fama
Agency Problems and the Theory of the Firm
J C Coffee Jr
Liquidity versus Control
The Institutional Investor as Corporate Monitor

 
B Arnold and P de Lange
Enron
An Examination of Agency Problems

 
J Child and S B Rodrigues
Corporate Governance and New Organizational Forms
Issues of Double and Multiple Agency

 
 
PART THIRTEEN: FIRM PERFORMANCE
R Bozec
Board of Directors, Market Discipline and Firm Performance
S T Certo et al
Top Management Teams, Strategy and Financial Performance
A Meta-Analytic Examination

 
 
PART FOURTEEN: EXECUTIVE COMPENSATION I: CENTRAL CONCERNS
G M Elhagrasey et al
Power and Pay
The Politics of CEO Compensation

 
E Matsumura and J Shin
Corporate Governance Reform and CEO Compensation
Intended and Unintended Consequences

 
M J Conyon
Executive Compensation and Incentives
 
PART FIFTEEN: EXECUTIVE COMPENSATION II: CURRENT CONTROVERSIES
B S Frey and M Osterloh
Yes, Managers Should Be Paid Like Bureaucrats
Lucian Arye Bebchuk and Jesse M Fried
Pay without Performance
Overview of the Issues

 
Lucian Arye Bebchuk and Robert J Jackson
Executive Pensions
 
PART SIXTEEN: CEO POWER
W Ocasio
Political Dynamics and the Circulation of Power
CEO Succession in U S Industrial Corporations 1960-1990

 
A Bird
Power and the Japanese CEO
G Bigley and M Wieserma
New CEOs and Corporate Strategic Refocusing
How Experience as Heir Apparent Influences the Use of Power

 
R B Adams et al
Powerful CEOs and Their Impact on Corporate Performance
 
Volume Four
Stakeholders and Sustainability

 
 
PART SEVENTEEN: THE ENGAGEMENT OF INSTITUTIONAL INVESTORS
G L Clark and T Hebb
Pension Fund Corporate Engagement
The Fifth Stage of Capitalism

 
M Useem and O S Mitchell
Holders of the Purse Strings
Governance and Performance of Public Retirement Systems

 
Ryan L Verstegen and B Dennis
The Ethical Undercurrents of Pension Fund Management
Establishing a Research Agenda

 
A M Clearfield
With Friends Like These, Who Needs Enemies? The Structure of the Investment Industry and Its Reluctance to Exercise Governance Oversight
T Hebb
The Economic Inefficiency of Secrecy
Pension Fund Investors' Corporate Transparency Concerns

 
 
PART EIGHTEEN: THE ACTIVISM OF INSTITUTIONAL INVESTORS
T Seki
Legal Reform and Shareholder Activism by Institutional Investors in Japan
D O Neubaum and S A Zahra
Institutional Ownership and Corporate Social Performance
The Moderating Effects of Investment Horizon, Activism and Co-Ordination

 
W T Proffitt and A Spicer
Shaping the Shareholder Activism Agenda
Institutional Investors and Global Social Issues

 
 
PART NINETEEN: GOVERNANCE AND EMPLOYEES
I Takeshi
From Industrial Relations to Investor Relations? Persistence and Change in Japanese Corporate Governance, Employment Practices and Industrial Relations
M M Blair
Firm-Specific Human Capital and Theories of the Firm
M O'Connor
Labor's Role in the American Corporate Governance Structure
R Goodijk
Corporate Governance and Workers' Participation
T Araki
Corporate Governance Reforms, Labor Law Developments and the Future of Japan's Practice-Dependent Stakeholder Model
 
PART TWENTY: CORPORATE SOCIAL RESPONSIBILITY
P Redmond
Corporate Social Responsibility
An Overview

 
A O'Rourke
A New Politics of Engagement
Shareholder Activism for Corporate Social Responsibility

 
E Garriga and D Mel[ac]e
Corporate Social Responsibility Theories
Mapping the Territory

 
A Beltratti
The Complementarity between Corporate Governance and Corporate Social Responsibility
 
PART TWENTY-ONE: CORPORATE SUSTAINABILITY
D G Cogan
Corporate Governance and Climate Change
Making the Connection

 
N Stern
Framework for Understanding International Collective Action for Climate Change

Sample Materials & Chapters

Chapter One of Volume One PDF


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ISBN: 9781412935890
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