How should companies be organized? To whom should boards of directors be responsible - shareholders, or a wider group of stakeholders? In this fiercely competitive world we cannot judge our own system of corporate governance in isolation; it must bear comparison with the best. The second edition of this acclaimed and well-established book aims to do just that. Since publication of the first edition interest in corporate governance has greatly increased, codes have proliferated, and principles laid down nationally and internationally. In Keeping Better Company, the author describes developments in the system of corporate governance - both the business environment and the particular structures of company organization - in five major industrial countries: Germany, Japan, France, the USA, and the UK. This second edition is fully revised, updated and expanded, and includes a new conclusion looking at a number of ongoing issues in corporate governance, and an appendix discussing the role of international organizations.

Corporate governance has evolved as a central issue for public companies in the aftermath of the 2007–2009 global financial crisis. Corporate governance is a process (journey) of managing corporate affairs to create shareholder value and protect interests of other stakeholders. This book presents a road map for various functions and measures of corporate governance. The participants in the corporate governance process are the board of directors, executives, stakeholders, internal and external auditors, financial analysts, legal counsel, and regulators. This book is organized into four separate volumes; each volume can be utilized separately or in an integrated form. The first volume consists of five chapters that address the relevance and importance of corporate governance as well as the framework and structure of corporate governance. The second volume consists of four chapters that present the three prevailing corporate governance functions of oversight, management, and monitoring. The third volume consists of four chapters that address corporate governance functions performed by corporate gatekeepers, including policy makers, regulators, standard-setters, internal auditors, external auditors, legal counsel, and financial advisors. The fourth volume consists of five chapters that address the emerging issues in corporate governance, including governance for private companies and nonprofit organizations and convergence in global corporate governance.

In this groundbreaking work, Stephen M. Bainbridge and M. Todd Henderson change the conversation about corporate governance by examining the origins, roles, and performance of boards with a simple question in mind: why does the law require governance to be delivered through individual board members? While tracing the development of boards from quasi-political bodies through the current 'monitoring' role, the authors find the reasons for this requirement to be wanting. Instead, they propose that corporations be permitted to hire other business associations - known as 'Board Service Providers' or BSPs - to provide governance services. Just as corporations hire law firms, accounting firms, and consulting firms, so too should they be permitted to hire governance firms, a small change that will dramatically increase board accountability and enable governance to be delivered more efficiently. Outsourcing the Board should be read by academics, policymakers, and those within the corporations that will benefit from this change.

Written primarily for corporate directors and officers, this book deals with a relatively new phenomenon in corporate governance: the advisory board. Mueller provides an informed, thorough discussion of advisory boards and their functions, explains the fundamental differences between advisory boards and statutory boards of directors, and offers guidelines for making the most effective use of these adjunct advisory bodies in managing corporations. Mueller begins by introducing the new advice age and reviews the essential characteristics of contract advice. A second chapter explores the context in which business and other institutions must now function and the pressures which have sparked interest in the use of advisory boards. Mueller then compares advisory boards to traditional statutory boards, consultants, and mentors and surveys how advisory boards of different kinds work to carry out their special roles or functions. He provides practical guidelines for the contracting advisee organization, including information on insurance, indemnification, and contractual matters. Finally, six chapters offer clinical experience from the advisor perspective. An appendix offers advice for those seeking an invitation to serve on an advisory board.