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 publication examines the role of corporate governance arrangements in providing right incentives to contribute the value creation process within the private enterprises and the implications of the differences in ownership structures on corporate governance practices and frameworks.

"Who owns the modern company? And how should owners behave? Rolf H. Carlsson brings a fresh eye and historical depth to the issue of ownership, management and value creation that every firm and its owners must consider." Frances Cairncross, Management Editor, The Economist "Rolf H. Carlsson gives a valuable historical review and illustrates with cases how active ownership has played an important role in company development...gives...interesting views on where corporate governance is heading and...advice on how to make it work well." Percy Barnevik, Chairman of ABB, AstraZeneca, Investor, and Sandvik; Director (non-exec.) of GM "The nuanced and rich analysis of ownership competence which can be found in Rolf H. Carlsson's book goes far beyond the traditional debate and provides truly interesting and valuable insights for investors, industrialists, entrepreneurs, and owners both in the private and the public sectors." Richard Normann, Professor, Chairman of SMG "Rolf H. Carlsson (analyses the) process...of (creating) long-term shareholder value...in which our model for corporate governance is key, and provides valuable insights into our approach to business." Marcus Wallenberg, CEO, Investor AB "Rolf H. Carlsson's...book on ownership (has been) eagerly awaited by the governance community. Carlsson is uniquely able to illumine those areas in which Swedish corporate structuring has been ahead of the world. It is a book that we all look forward to reading." Robert A. G. Monks, Principal, Lens Investment Management "Carlsson...outlines a powerful frame of reference and analytical tools to address issues of value creation and the role of active owners. This book is a significant contribution to the all-important issues of corporate governance. I was intrigued and pleased to read it." Richard H. Koppes, Jones Day and Stanford Law School; former General Counsel, CalPERS "...adds new perspectives by highlighting the demanding challenges of globalisation. A remarkable new book on the crucial issues of ownership and corporate governance." Dr R. Marsch-Barner, Senior Counsel, Deutsche Bank AG "This innovative book puts the spotlight on those who have the ultimate responsibility for corporate governance, the owners. It provides useful insight into the ways of effective ownership." Professor Jay W. Lorsch, Harvard Business School

This book presents boards of directors from a strategic and entrepreneurial management perspective. Boards of directors are receiving increased interest in the business world as well as among academic audiences however few contributions integrate corporate governance and organizational behavior. In this book a research stream about value-creating boards is introduced. Boards of directors have during the recent decades mostly been studied within a framework of corporate governance where the interests of external investors are emphasized. This book aims to go further and explore actual board behavior. The framework and the contributions in the book include concepts such as: board leadership and structure, boardroom decision-making, board task performance corporate entrepreneurship and innovation boards in small and medium-sized firms board diversity and women directors The book also presents the results of a research agenda about value-creating boards which was conducted throughout various European countries.

The era of hybrid governance is here. More and more organizations occupy a position between public and private ownership. And value is created not through business or public interests alone, but through distinct forms of hybrid governance. National governments are looking to transform their administrative systems to become more business driven. Likewise, private enterprises are seeing value gains in promoting public interest in their corporate social responsibility programs. But how can we conceptualize, evaluate and measure the value and performance of hybrid governance and organizations? This book offers a comprehensive overview of how hybrids produce value. It explores the drivers, obstacles and complications for value creation in different hybrid contexts: state-owned enterprises, urban policy-making, universities and non-profits from around the world. The authors address several types of value contents, for instance financial, social and public value. Furthermore, the book provides a novel way of understanding multiple forms of doing value in hybrid settings. The book explains mixing, compromising and legitimising as important mechanisms of value creation. Aimed at researchers and students of public management, public administration, business management, corporate social responsibility and governance, this book provides a theoretical, conceptual and empirical understanding of value creation in hybrid organizations. It is also an invaluable overview of performance evaluation and measurement systems and practices in hybrid organizations and governance.

This book present the value school of corporate governance, outlining a multitude of areas where corporate governance could add real worth, and showing how this can be put into effect. No “one-size-fits-all” model emerges as a solution. Rather, the insights in this book take idiosyncrasies and dynamics over time into consideration. They consider the main issues and their real causes, ownership settings, country settings and new developments in corporate governance research and practice. International focus places emphasises on typical patterns, predicament and solutions instead of national laws. Points are illustrated with in-depth case studies and highlighted learning nuggets. Alerts the reader to typical dilemmas and traps in attaining the goal of value creation, whilst also pointing to promising avenues forward.

This book investigates the functioning and effects of moral rules and values as endogenous elements of governance structures when applied to economic and social transactions. The point of departure and framework of this book is Josef Wieland's theory of Ethics of Governance. Its focal point is the governance of the normative aspects of corporations. The Ethics of Governance is a comparative research project on business and economic ethics which started 15 years ago. Divided into five chapters, the book provides a comprehensive insight into the theoretical foundation and application-oriented results of the research project. It covers theoretical, conceptual and practical challenges in the global economy with regard to a sustainable economy, the social responsibility of corporations, and their transcultural and normative management. By offering comprehensive insight into the research results of the Ethics of Governance project, this book provides a unique scientific work on business and economic ethics.

In a business climate marked by escalating global competition and industry disruption, successful mergers and acquisitions are increasingly vital to the growth and profitability of many corporations. If history is any guide, 60 to 70 per cent of new mergers will fail – and will destroy shareholder value. To date, analyses of the M&A failure rate tend to focus on individual causes – e.g., culture clashes, valuation methods, or CEO overconfidence – rather than examining the problem holistically. The Value Killers is the first book based on a holistic analysis of successful and unsuccessful transactions. Based on research, interviews with top executives, and case studies, this book identifies the key causes of failures and successes and offers prescriptions to increase the odds that future transactions will deliver all the anticipated synergies. The Value Killers offers practical advice in the form of 5 Golden Rules. These rules will help managers and boards to ensure that target companies are properly valued; potential synergies and risks are identified in advance; checks and balances are installed to make sure that the pros and cons of the transaction are rationally and objectively evaluated; mechanisms are created that will trigger termination of bad deals; and obstacles to successful post-merger integrations are assessed (and solutions developed) before the deal closes. Each chapter includes questions for executives considering future M&As to allow them to see whether they are on the right track or not.

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.

Boards of directors are complex systems, and it is imperative to understand what the contextual forces are that shape the direction and make-up of boards. This Research Handbook provides inspiration for researchers and practitioners interested in the manifold dimensions and facets of context surrounding boards of directors.