Over the past twenty years, a growing number of empirical studies have provided evidence that governance arrangements protecting incumbents from removal promote managerial entrenchment, reducing firm value. As a result of these studies, “good” corporate governance is widely understood today as being about stronger shareholder rights. This Article rebuts this view, presenting new empirical evidence that challenges the results of prior studies and developing a novel theoretical account of what really matters in corporate governance. Employing a unique dataset that spans from 1978 to 2008, we document that protective arrangements that require shareholder approval -- such as staggered boards and supermajority requirements to modify the charter -- are associated with increased firm value. Conversely, protective arrangements that do not require shareholder approval -- such as poison pills and golden parachutes -- are associated with decreased firm value. This evidence suggests that limiting shareholder rights serves a constructive governance function as long as the limits are the result of mutual agreement between the board and shareholders. We argue that this function commits shareholders to preserve a board's authority to exploit competitive private information and pursue long-term wealth maximization strategies.By documenting that committing shareholders to the longer-term matters as much as, if not more than, reducing entrenchment for good corporate governance, our analysis sheds much needed light on issues such as the optimal allocation of power between boards and shareholders, managerial accountability, and stakeholder interests. We conclude by outlining the implications of our analysis concerning the direction corporate governance policies ought to take.

This paper examines the determinants of board composition and firm valuation as a function of board composition in Taiwan - a country that features relatively weak protection for investors, firms with controlling shareholders, and pyramidal groups. The results suggest that there is poor governance when the board is dominated by members who are affiliated with the controlling family but good governance when the board is dominated by members who are not affiliated with the controlling family. In particular board affiliation is higher when negative entrenchment effects - measured by (1) divergence in control and cash flow rights, (2) family control, and (3) same CEO and Chairman - are strong and lower when positive incentive effects, measured by cash flow rights, are strong. Moreover, relative firm value is negatively related to board affiliation in family-controlled firms. Thus, the proportion of directors represented by a controlling family appears to be a reasonable proxy for the quality of corporate governance at the firm level when investor protection is relatively weak and it is difficult to determine the degree of separation between ownership and control.

SMEs play a vital role in the growth of economies and are often described as the engine of economic development. However, SMEs in emerging markets struggle to survive and grow for a variety of reasons, including a lack of finance and management skills. Most of the growth-constraining factors in small businesses can be traced to weak corporate governance (CG) practices. As a seasoned practitioner in the field of corporate governance, Dr. Almona sees the need to build capacity to enhance sustainability in the SME sector. SMEs need to understand that CG is not a destination but a journey SMEs need to grow and mature into CG practices that are relevant to their stage of business. SME owner-managers need to understand and adapt to the level of formality expected and required by potential employees and providers of funds. This book provides ways and models that will encourage the adoption of sound corporate governance principles and practices for SMEs in Africa, to the benefit of society.

Good corporate governance practices lead to better compliance, but more importantly these behaviors lead to better organizational operation and increased shareholder and stakeholder confidence because of the increased visibility and monitoring that is put in place. Corporate governance is a term that embodies all of the process, policies, procedures and records that an organization uses to make decisions and carry those decisions out. Corporate governance is the set of practices that best provides for the effective, open, and visible management of an organization. The comprehensive study of corporate governance is an acknowledged necessity for good performance in business, but this type of governance is still new to many organizations. Corporate governance involves detailed understanding of communication, policy and procedure, and performance management. It also includes codes of conduct and ethics, leadership, human resources management, and corporate compliance. Comprehensive Approach to Corporate Governance offers detailed information about communication, corporate risk, codes of conduct and ethics, and the practice of corporate social accountability, as opposed to social responsibility. Drawing on a variety of sources, author Tri Junarso communicates these distinctions in a thorough, easy-to-understand manner. Comprehensive Approach to Corporate Governance is an accessible handbook, which will help your organization on its way to success

What are the dynamics through which corporate boards led by dominant CEOs fail? We address this question by examining the case of Anglo Irish Bank. We focus on the dynamics in and around Anglo's board of directors in the 3-year period leading to its collapse in 2008. Using documentary analysis and 21 interviews with Anglo's senior managers and other key actors, we identify two interrelated sets of dynamics: a dominant CEO who used his influence to populate the board with affiliated individuals, leading to a low-skilled board and increasing further his dominance; and the establishment of norms whereby stock ownership signified loyalty rather than commitment to performance. We suggest these dynamics reflect a broader organisational change where new meanings were assigned to existing corporate practices, leading to poor scrutiny of executive decisions and subversion of intended incentives. Our findings contribute to the literature on managerial entrenchment by shedding light on how undesirable consequences of stock ownership are likely to emerge. More generally, we contribute to the management and corporate governance literatures by showing the dynamic and interdependent nature of factors that contribute to the emergence of organisational vulnerabilities and ultimately to corporate failures.

Responsibly led boards of directors make it possible for modern companies to survive and prosper under conditions of change. Despite the importance of boards of directors, their activities are often lionised or vilified by shareholders and stakeholders which obscures how boards enact responsible leadership. Responsible Leadership in Corporate Governance: An Integrative Approach introduces an integrative model of responsible leadership in governance that positions the board as a nexus of all corporate participants. In this model, responsibly led boards seek to make decisions in the best interests of the modern company as an entity that operates in a dynamic business environment. This book provides a timely focus on in-depth cases of board led responsible leadership. Examining boards of directors in listed companies, state-owned enterprises, and private companies, the book connects insights from corporate governance and leadership to behaviours that affect boards’ relationships with shareholders and stakeholders. In addition, these insights underscore key requirements and challenges of responsible leadership in governance: from the importance of purpose and the crucial role of value creation to the difficulties of ownership transition and accountability. Far-sighted and experienced-based, this book will not only help students connect to real world situations but also will benefit those that interact with and support boards of directors.

Over the past years, we have heard and read plenty about how executives should behave more responsibly in the light of corporate governance. Despite all these efforts, many implementations of corporate governance provide no protection from potentially catastrophic ethical failures. This book emphasizes the introduction of a new corporate governance blueprint for addressing these concerns in a more authentic, organic and holistic way. It is a roadmap toward a high-performance ethical culture. By way of this innovative system, Dr. Hubert Rampersad and Saleh Hussain, MBA, are launching a revolutionary concept that actively has human capital embedded in corporate governance in a manner that creates a stable basis for the personnel’s trustworthiness, integrity, and engagement and ethical corporate excellence. Featuring numerous case examples and practical tools and exercises, this book will help the reader learn to: Develop, implement, and cultivate authentic personal governance and corporate governance effectively Create conditions for sustainable corporate governance Increase their personal effectiveness Develop their personal integrity effectively and become a better human being Develop ethical personal leadership Develop a highly engaged workforce, based on high ethical standards Create a high-performance culture and enhance the competitiveness of their organization Create conditions for an organizational climate marked by self-guidance, creativity, passion, and ethical behavior Develop a culture in which personal integrity and business ethics is a way of life

Buy a new version of this textbook and receive access to the Connected eBook on CasebookConnect, including: lifetime access to the online ebook with highlight, annotation, and search capabilities, plus an outline tool and other helpful resources. Connected eBooks provide what you need most to be successful in your law school classes. Corporate Governance examines in an extraordinarily practical and accessible way the legal concerns of today’s shareholders, stakeholders, directors, officers, and their counsel, with a special emphasis on drafting documents and developing procedures to anticipate and prevent problems. Designed for real-world application by students, practitioners, executives, investors, and activists, the text includes excerpts from only the most important judicial decisions. Extensive notes and analyses provide context from courts, commentators, institutional investors, proxy advisors, stock exchange requirements, and businesspeople. Dozens of examples “ripped from the headlines,” or taken from corporate documents, the “Great Books,” or pop culture illustrate and illuminate key principles. Appendices offer detailed information to establish, support, and advance the reader’s career in corporate governance practice. New to the Third Edition: Composite provisions, offset in text boxes, patterned on the corporate governance guidelines of major corporations, identify the issues in and approaches to drafting such documents. New appendices discussing: On Preparing and Presenting “Actionable” Advice, for both executives and their counsel (Appendix B), and Ten Tips for Transparency in Posting Core Corporate Documents Online (Appendix C); and a fully updated list of Recommended Resources for Corporate Governance Research (Appendix A). In Chapter 1, enhanced discussion and examples of themes and trends in the study, theory, and practice of corporate governance. Throughout Chapter 2, expanded treatment of the directors’ responsibility to monitor and reduce risks (including special issues of cybersecurity); and analyses of the rules of conduct for board meetings, of variable/differential voting powers of directors; and of emergency bylaws. In Chapter 3, new discussions of meetings in “executive session,” and of the viability of a policy against a company’s directors’ dating each other; and additional material on: constraints on executives’ “private” activities and statements; special responsibilities of members of the audit committee; and the composition and role of the executive committee. In Chapter 4, updated discussions of virtual meetings of shareholders, of the rules of conduct for shareholder meetings, and of forum selection provisions for intracorporate litigation; and new sections on “loyalty shares”/“tenure voting,” on fee-shifting provisions, and on mandatory arbitration provisions. In Chapter 5, new examinations of: increased efforts (and mandates) to diversify the composition of boards; the “financial literacy” requirement for (some) directors; enabling the CEO also to serve as the board chair; the role of the “executive chair”; “golden leashes” for directors; the roles and responsibilities of advisory board members, advisory directors, emeritus directors, honorary directors, and board observers; proxy access proposals; and “refreshing” the board through age and term limits for directors. In Chapter 6, expanded discussions of clawbacks, restrictions on executives’ pledging and hedging company stock, Key Employee Retention Plans (KERPs) in bankruptcy situations, “golden hellos,” and “say on pay” litigation; and an analysis of the recent requirement of “pay ratio disclosure.” In Chapter 7, updated material on ESG (Environmental, Social, and Governance) issues, and on social enterprises such as benefit corporations and Certified B Corporations. In Chapter 8, a new discussion of the role and relationship to corporate counsel, of the chief compliance officer. Professors and students will benefit from: References to more than 200 newly added decisions. Identification of hundreds of intriguing topics for papers and/or blogs. Comparisons and contrasts of the governance practices supported by institutional investors, proxy advisors, and stock exchanges. A practice-ready, drafting-oriented approach to the systems, structures, and strategies of corporate governance.

The collapse of trust can be found across all of our institutions but most of all in finance. This Element seeks to answer an existential question: how to rebuild trust in distrusting times? Integrity, responsibility and accountability must be embedded into corporate mission statements, values and codes of conduct. Through organisational and regulatory design across five interlocking themes - legal, regulatory, managerial, ethical and social. What is required is substantive rather than technical compliance; warranted rather than stated commitment to high ethical standards; effective deterrence strategies; enhanced accountability; and a shared commitment to risk within negotiated, binding and enforceable parameters.

Re-founding Corporate Governance: The Metaphysics of Corporate Leadership is a deconstructive tour-de-force and leads the reader to an understanding of the further evolution of corporate governance in considered ways and brings them together in a coherent and understandable way. This book looks at the role of the individual in the organization and allows readers to reflect on their own role and interaction within their organization. It focuses particularly on leaders, managers and corporate board members and on how power and leadership in the corporation are operating now. The volume also look.