Martin Hilb presents an innovative and integrated approach to the theory and practice of corporate governance. Central to this approach is a set of instruments - developed and tested by the author - that can be used by boards to offer effective strategic direction and control to their organizations. The board instruments can be readily applied to the selection, review, remuneration and development of board members, and for conducting board self-evaluations. This new approach to corporate governance is based on four guiding principles: keep it situational, keep it strategic, keep it integrated, and keep it controlled. Together, these principles form the basis of an integrated approach to all key aspects of corporate governance. The main arguments in each section are supported by conceptual models, practical board tools or case studies, making the book ideally suited to board members, senior managers and post-graduate students.

Why does corporate governance--front page news with the collapse of Enron, WorldCom, and Parmalat--vary so dramatically around the world? This book explains how politics shapes corporate governance--how managers, shareholders, and workers jockey for advantage in setting the rules by which companies are run, and for whom they are run. It combines a clear theoretical model on this political interaction, with statistical evidence from thirty-nine countries of Europe, Asia, Africa, and North and South America and detailed narratives of country cases. This book differs sharply from most treatments by explaining differences in minority shareholder protections and ownership concentration among countries in terms of the interaction of economic preferences and political institutions. It explores in particular the crucial role of pension plans and financial intermediaries in shaping political preferences for different rules of corporate governance. The countries examined sort into two distinct groups: diffuse shareholding by external investors who pick a board that monitors the managers, and concentrated blockholding by insiders who monitor managers directly. Examining the political coalitions that form among or across management, owners, and workers, the authors find that certain coalitions encourage policies that promote diffuse shareholding, while other coalitions yield blockholding-oriented policies. Political institutions influence the probability of one coalition defeating another.

The current crisis has rocked the financial system worldwide and has cast doubt on the effectiveness of the existing regulatory regime. Thousands of firms have gone bankrupt and many financial institutions were bailed out by governments. The effects of the crisis have shaken emerging and developing markets alike and have not spared neither small nor large businesses. Many scholars and practitioners attribute the roots of the crisis to failures and weaknesses in the way corporate governance has been practiced since the mid-1990s. Lax board oversight of top management, short-termism and self-interested behavior have been fingered as the culprits behind recent financial turmoil. This book highlights the recent developments and new trends in corporate governance. The eighteen chapters, written by leading academics and experts, can assist corporate executives, governance bodies, investors, market regulators, and policymakers in having a global picture of major corporate governance issues. This book highlights the recent developments and new trends in corporate governance. The eighteen chapters, written by leading academics and experts, can assist corporate executives, governance bodies, investors, market regulators, and policymakers in having a global picture of major corporate governance issues.

"The book links studies of corporate governance with surveys of efficiencies and failures in international financial markets, as well as examining aspects of corporate governance systems that have special significance for the management of economic policies as globalization continues. The contributors advocate increased international cooperation to promote more structural complementarities in the world economy."--BOOK JACKET.

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.

These principles of corporate governance, endorsed by the OECD Council at Ministerial level in 1999, provide guidelines and standards to insure inclusion, accountability and abilit to attract capital.

This unique open access book features a selection of Living Cases on Corporate Governance, which were developed and compiled by chairpersons, members of the board of directors, and CEOs in various countries, working in close collaboration with prominent researchers. Each Living Case addresses a current issue that a given company or institution needs to resolve. For every Case, the goal is formulated by the researcher, in consultation with the client. The participants of internal or external board seminars, or university students, then work in teams to analyze the problem, develop an innovative and feasible solution, and summarize the most important lessons learned.