Corporate Governance Principles Policies and Practices 4th Edition by Bob Tricker ISBN 0192559192 9780192559197

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ISBN 10: 0192559192
ISBN 13: 9780192559197
Author: Bob Tricker

From the ‘father of corporate governance’ comes the new edition of this bestselling text, designed to equip students with a sound understanding of the frameworks that govern organizations. It offers comprehensive coverage of key principles combined with a strong practical focus through a clear three-part structure. This fourth edition provides a new focus for understanding corporate governance that goes far beyond the regulations, rules, and voluntary codes: it has a new emphasis throughout on culture. For the first time, a distinction is drawn between Western and Eastern perceptions of corporate governance, and new cases from China (including Huawei) further support this new approach.

Corporate Governance Principles Policies and Practices 4th Table of contents:

Part 1: Principles

1. Corporate Governance: A Frontier Subject

• All corporate entities need governing

• Corporate governance is old, only the phrase is new

• The cultural component of corporate governance

• Developments in corporate governance in the early 21st century

• New frontiers for corporate governance

• Case studies

2. Governance and Management

• Definitions of corporate governance

• The scope of corporate governance

• The significance of constitutions for corporate entities

• The difference between governance and management

• The performance and conformance aspects of governance

• Alternative board structures

• Board diversity

• Case studies

3. Theories, Philosophies, and Concepts of Corporate Governance

• The agency dilemma

• Agency theory

• Transaction cost economics

• Stewardship theory

• Resource dependency theory

• Managerial and class hegemony

• Psychological and organizational perspectives

• The societal perspective: stakeholder philosophies

• The cultural component of corporate governance

• Differing boundaries and levels: systems theory

• A subject in search of its paradigm

• Case studies

4. The Governance Partnership: Investors, Companies, and Directors

• Shareholder rights

• Shareholder stewardship and activism

• Shareholder information

• Different types of director

• Directors’ legal duties and rights

• Case studies

5. The Regulatory Framework

• Legislation, regulation, and corporate governance codes

• Corporate regulation in the UK

• Corporate regulation in the USA

• Corporate regulation in other countries

• Codes from international agencies

• Codes from institutional investors

• Company codes

• Codes for the non-profit and voluntary sectors

• The importance of compliance: corporate governance reports

• Principles or prescription: the governance debate

• Case studies

6. Models of Corporate Governance

• How context affects corporate governance

• Western and Eastern approaches to corporate governance

• Corporate governance: convergence or differentiation?

• Institutions necessary for successful corporate governance

• Case studies

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Part 2: Policies

7. Functions of the Board

• What the board does

• Supervising executive activities

• Balancing the board’s performance and conformance roles

• Board committees: functions and authority

• Delegating board functions to management

• Corporate transparency

• Case studies

8. The Governance of Corporate Risk

• What is corporate risk?

• Frameworks for enterprise risk management

• The World Economic Forum risk survey

• The board’s responsibility for enterprise risk management

• Identifying types of risk

• Controlling risk

• Risk strategies

• Case studies

9. The Board and Business Ethics

• What are business ethics?

• Changing expectations in the governance of organizations

• The concept of corporate social responsibility

• CSR strategies and policies

• The CSR competency framework

• Enlightened shareholder value (ESV)

• Sustainable development

• Sustainability and the triple bottom line

• Communication with stakeholders: integrated reporting

• Case studies

10. The Governance of Listed Companies

• Ownership of listed companies

• Shareholder rights

• Shareholder activism and the role of institutional investors

• Investor relations

• Disclosure of substantial shareholdings and directors’ interests

• The governance of complex corporate structures

• Block-holders and universal ownership

• Dual-listed companies

• Dual-class shares

• Listings on alternative stock markets

• Case studies

11. The Governance of Non-Listed Corporate Entities

• The governance of private companies

• The governance of subsidiary and associated companies

• The governance of employee-owned companies

• The governance of joint ventures

• The governance of not-for-profit organizations

• The governance of charities

• The governance of cooperative organizations

• The governance of partnerships

• The governance of hedge funds and private equity funds

• The governance of sovereign wealth funds

• The state as shareholder

• Case studies

12. Corporate Governance around the World

• Corporate governance in China

• Corporate governance in Hong Kong (SAR)

• Corporate governance in India

• Corporate governance in Russia

• Corporate governance in Brazil

• Corporate governance in Singapore

• Corporate governance in South Korea

• Corporate governance in Japan

• Corporate governance in the Middle East and North Africa

• Case studies

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Part 3: Practices

13. Board Membership: Directors’ Appointment, Roles, and Remuneration

• The appointment of directors

• Desirable attributes in a director

• Core competencies of a director

• Roles directors play

• Directors’ duties, rights, and powers

• Directors’ service contracts and agreements

• Directors’ remuneration

• Case studies

14. Board Leadership: The Reality of the Boardroom

• How people, power, and politics affect practice

• The chair’s leadership role

• Sources of governance power

• Games directors play

• Board styles and the culture of the board

• Business ethics begin in the boardroom

• Corporate codes of ethics and their enforcement

• Implementing corporate governance below board level

• Case studies

15. Board Activities: Corporate Governance in Practice

• Committees of the board

• The influence of the audit committee

• The role of internal audit

• The importance of the external auditor

• The independence of external auditors

• The significance of the company secretary

• Case studies

16. Board Effectiveness: Building Better Boards

• Making a board effective

• Director orientation and director induction

• Directors’ liabilities and indemnity

• Directors’ and officers’ insurance

• Board information

• Managing meetings, agenda, and minutes

• Communications with shareholders and other stakeholders

• Case studies

17. Board Evaluation: Reviewing Directors and Boards

• Assessing boards and board committees

• What does a board assessment involve?

• Assess individual directors’ performance

• Corporate governance rating systems for companies

• Corporate governance assessment systems for countries

• Case studies

18. Corporate Governance: The Next 30 Years

• On living in interesting times

• Frontiers of corporate governance today

• Core principles of corporate governance

• Drivers of change

• The frontiers of corporate governance in the future

• Towards a philosophy of corporate governance

• Case studies

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Appendix 1: Corporate Governance Codes around the World

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Index

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