The recent financial crisis has once again stressed the importance of good corporate governance and corporate social responsibility in building trust in the European internal market. It has given rise to a discussion of whether a number of issues should be addressed through regulation or soft law at EU level. These issues relate in particular to the duties of directors in European companies as well as how the board of directors is composed and structured. Drawing attention first to duties of directors and then to the organisation of the board, this appropriately timed analysis takes stock of the status of the initiatives that have been debated so far, examines whether the rules which have been adopted form a coherent system, and suggests ways in which these initiatives affect national law. Topics covered include the following: directors' conflicts of interest; rules on shareholder transparency; duty to promote active ownership; whether it is possible to find a balance between corporate enterprise and risk control; integration of environmental and social concerns in the decision-making of the company; the board's role as a monitor of management; overcoming managerial deficiencies; the concept of independent directors; independence from a controlling shareholder; nomination of board members; disqualification of directors; and directors duties in groups of companies.

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.

This volume, the first to focus exclusively on women serving on corporate boards of directors, provides the latest thinking and research findings on this increasingly important corporate governance issue. It includes censuses of women directors in a number of countries, identifies reasons for their limited numbers, indicates why appointing qualified women to boards offers competitive advantages, and suggests practical ways corporations can attract, recruit and appoint more women board members. Researchers interested in gender and corporate governance issues, companies interested in increasing their numbers of women board members, and women and men serving or hoping to serve on corporate boards will find this book of interest.

This first volume of the AIIB Yearbook of International Law (AYIL), edited by Peter Quayle and Xuan Gao, is based upon the inaugural 2017 AIIB Legal Conference, both titled, Good Governance and Modern International Financial Institutions (IFIs). Following a Preface by the General Counsel of the AIIB and General Editor of AYIL, Gerard Sanders, and an Introduction by the Editors, this volume of AYIL draws upon expertise from other IFIs, international law and governance practitioners, and eminent academics. It is divided into three parts to reflect a series of dimensions to the good governance of IFIs. Firstly, the role of the membership of IFIs as expressed through their executive governance organs. Second, the legal basis of governance of IFIs. And third, the interaction around governance between IFIs and external stakeholders. This volume concludes with the text of the 2017 AIIB Law Lecture, delivered by the United Nations Under-Secretary-General for Legal Affairs and Legal Counsel, Miguel de Serpa Soares on the subject of ‘The Necessity of Cooperation between International Organizations’ and a summary report on the proceedings of the 2017 AIIB Legal Conference. The first volume of AYIL was launched at the Annual Meeting of the Board of Governors of the AIIB in Mumbai, India, June 2018.

What is the role of boards in corporate governance? How should they be structured in order to maximize value creation? This 2007 book looks at the role of boards in a variety of different countries and contexts, from small and medium-sized enterprises to large corporations. It explores the working style of boards and how they can best achieve their task expectations. Board effectiveness and value creation are shown to be the results of interactions between owners, managers, board members and other actors. Board behaviour is thus seen to be a result of strategizing, norms, board leadership, and the decision-making culture within the boardroom. Combining value creation, behavioural and ethical approaches to the study of boards, this work offers a systematic framework which will be of value to graduate students and researchers in the field of corporate social responsibility and business ethics.

This book discusses the tasks and functions of corporate governance in the light of current challenges and the dynamics that arise from a broader approach to company management and the integration of corporate governance with corporate social responsibility (CSR) and sustainability. Addressing the corporate governance shortcomings that are believed to have contributed to the recent financial crisis, it explores the interplay between corporate governance and CSR, and includes examples of company practice to show how such changes affect the practices of shareholders, boards of directors and regulators. In particular, the book examines shareholders’ activities, their different investment strategies, specific reporting expectations and the submission of proposals to the annual meeting. Further, for boards of directors it explores the need to revise their tasks with respect to the criteria for executive appointments, their corporate strategy, performance measures and diversity recommendations, while for directors it provides recommendations to reconsider the structure of executive pay and performance incentives. Lastly, for regulators the book investigates the need to introduce new laws addressing, for instance, the need for integrated reporting, limiting the voice of short term oriented shareholders and providing guidelines for executive compensation.

This book discusses the implementation of sustainability in corporate governance mechanisms since 2013 and assesses how much the role of the Board of Directors has changed as a result. The study explores the impact of legislation upon corporate governance in two European contexts, the UK and Italy, which have been affected differently by changes in national regulations since 2013. This investigation relies first on the analysis of interviews administered to the boards of directors of Italian firms, to highlight how far sustainability objectives were considered a real priority for their firms and how their role evolved in terms of specific duties and practices. Second, thanks to a rich dataset from 2013 to 2017, the investigation considers the corporate governance reports of top Italian and British listed firms, to identify how the integration of sustainability within corporate governance has been evolving since 2013, and how it has been disclosed. This insider perspective provides the reader with a set of tools useful for analysing firms’ engagement towards sustainability, and for assessing whether listed firms practice what they preach.

This book breaks new ground, offering a major survey on boards of directors throughout various European countries, opening up the hitherto unexamined area of study of board behaviour and the workings of the value creating board.