This book is a primer on corporate governance for executives. It is designed to guide you to become an effective participant by discussing corporate governance from both a macro- and micro-perspective. Historical data and examples including the recent scandals that have torn the fabric of capitalism pave a pathway to the principal challenges facing today's boards, and how to successfully manage them. This book is your guide; using well-known examples throughout history to illustrate the key points you need to succeed. It is not a bashing of corporate Americas.

Spain has a civil law-based legal system, and court decisions are not a source of law but are of interpretative value. The privatization of large state-owned firms, liberalization, integration with the European Union, and the launch of the euro have all contributed to the transformation of Spain’s financial system into a modern market. This book covers the main features of the Spanish model of corporate governance and will help you understand the characteristics of a civil law and a bank-oriented financial system in which banks play an active role relative to markets. For example, the bank orientation within Spain is built so that the corporate governance system relies heavily on the internal mechanisms of governance. Spain also bypasses the standard procedures of controlling shareholders mitigating conflicts between management and minority shareholders; instead, Spain allows controlling shareholders to mitigate the conflict between controlling shareholders and minority shareholders. Each chapter provides an inside look at the functioning of both internal and external mechanisms of corporate control.

Mexico is a land inhabited by several indigenous civilizations and was conquered by Spain in 1521. The country is mostly a racial mix between the Spanish and native cultures. It is a traditionalist society where family, religion, and culture play a key role. The role of the marketplace is constrained by the government and local interest groups such as unions, political parties, commerce chambers, and private firms. The market for corporate control is scarce. Corporate governance codes are voluntary. Corporate ownership is concentrated with few institutional investors. Shareholder activism is uncommon. Corporate boards are single tier in nature. CEO duality is common practice. Boards are made mostly of insiders and shareholder representatives. Independent board members hold minority stakes. This book starts by describing the macro context in which Mexico is embedded. We then focus on its corporate governance system: laws, regulatory bodies, code of good governance, stock market and the peculiarities of local business groups. The central part of the book summarizes key characteristics of board structure and networks in the country. The book ends with interviews of two well-known directors and suggestions to move the governance field forward in Mexico.

Private equity-backed companies are ubiquitous and economically significant. Consequently, the corporate governance of these companies matters to all of us, and – not surprisingly – is coming under increasing scrutiny. Simon Witney, a practicing private equity lawyer, positions private equity portfolio companies within existing academic theory and examines the laws that apply to them in the UK. He analyses the actual governance frameworks that are put in place and identifies problems created by the legal rules – as well as the market's solutions to them. This book not only explains why these governance mechanisms are established, but also what they are expected to achieve. Witney suggests that private equity owners have both the incentives and the capability to focus on responsible investment practices. Good governance, he argues, is a critical success factor for the private equity industry.

A Premier on Corporate Governance: Turkey takes an in-depth and comprehensive assessment of corporate governance in Turkey at a cross section in time when the country is going through major multidimensional transformations. Structural characteristics of its economy and the historical antecedents of corporate governance are provided to the readers as a background in the first part of the book. External and internal mechanisms of corporate governance are built on this background. Legal system of the country, its company laws, regulatory authorities and the state of the market for corporate control as well as the socio-cultural norms, ways of doing business, and the Turkish code of good governance are examined as the external mechanisms shaping the corporate governance practices of companies in the context. Internal control mechanisms analyzed in this book include the characteristics of the board of directors, ownership structure, and management teams of Turkish companies. In conclusion, the authors discuss current and future corporate governance challenges in the Turkish business context.

Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: International corporate governance. Compensation, equity ownership, incentives, and the labor market for CEOs. Optimal board structure, tradeoffs, and consequences. Governance, organizational strategy, business models, and risk management. Succession planning. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.

This book provides an understanding of the characteristics of corporate governance in Italy, one of the most developed countries in the world, symbol of the family capitalism. The text presents the main peculiarities of the Italian corporate governance system, its impact on decision-making in corporate boardrooms, and the potential positive and negative consequences for the firm and its stakeholders. Several real-life case studies were included to help the reader grasp the subtleties of how power is exercised in Italian companies. The authors combine their knowledge of research with their professional experience. Such an approach helps the reader interpret the nuances of corporate governance practices in Italian companies as those practices are driven not only by the globalization of markets, but also by national economic, social, and political forces. The result is a unique corporate governance system, which deeply differs from the Anglo-American one. This book is, therefore, particularly relevant for a wide international audience (including investors, corporate directors, scholars, and practitioners) as it provides useful insights to interpret, evaluate and take sound decisions in Italian companies.

Since its opening up and economic reforms in 1979, China has undergone tremendous economic growth and social development, with a ten percent real gross domestic product growth per year on average through 2013. In spite of such an accomplishment, the current economic growth model in China, which is mainly triggered by the export-led policy and the huge government investment, has been challenged by potential external and internal risks, which do not support sustainable economic growth in the long run. In this book, the author comprehensively reviews the corporate governance practices in China, identifying the major problems within such practices. It is contended that these problems have been seen as the major challenges facing the Chinese economy, and further, that the current weakness of corporate governance practices in China can be ascribed, to a great extent, to the incompleteness and weakness of law enforcement.

The corporate governance systems of Australia, Canada, the United Kingdom and the United States are often characterized as a single 'Anglo-American' system prioritizing shareholders' interests over those of other corporate stakeholders. Such generalizations, however, obscure substantial differences across the common-law world. Contrary to popular belief, shareholders in the United Kingdom and jurisdictions following its lead are far more powerful and central to the aims of the corporation than are shareholders in the United States. This book presents a new comparative theory to explain this divergence and explores the theory's ramifications for law and public policy. Bruner argues that regulatory structures affecting other stakeholders' interests - notably differing degrees of social welfare protection for employees - have decisively impacted the degree of political opposition to shareholder-centric policies across the common-law world. These dynamics remain powerful forces today, and understanding them will be vital as post-crisis reforms continue to take shape.