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CONTENTS

Foreword Acknowledgments List of contributors

PART ONE CHAPTER 1

DEVELOPMENTS IN CORPORATE GOVERNANCE CORPORATE GOVERNANCE: ORIGIN AND EVOLUTION Corporate governance: origin and evolution Corporate governance: corporate law and regulation Corporate governance: ethics and corporate social responsibility Corporate governance: does it matter nowdays?
Questions References Selected Internet Sources

CHAPTER 2

CORPORATE GOVERNANCE: CORPORATE LAW AND REGULATION Systems of corporate law and regulation
Civil Law Common Law

Company law regulation or deregulation Codes of best practice


Supra-national corporate codes Corporate governance codes in Central and Eastern Europe

Major regulators
Governments The Securities and Exchange Commission Stock Exchanges Self regulation Questions References Selected Internet Sources

CHAPTER 3

CORPORATE GOVERNANCE: ETHICS AND CORPORATE SOCIAL RESPONSIBILITY Introduction Definition of corporate social responsibility Theoretical aspects: Carrolls framework of corporate social performance Philosophy of responsiveness Trends fostering the development of CSR
Expanding role of multinational enterprises Corporate scandals Soft social expectations and values Reputation Socially responsible investment Increasing pressure from advocacy groups

Criticism
Questions References Selected Internet Sources

CHAPTER 4

CORPORATE GOVERNANCE: DOES IT MATTER NOWDAYS? Corporate governance and shareholder rights Corporate governance and firm performance a critical analysis
Questions References Selected Internet Sources

CHAPTER 5

CASE STUDIES CSR in the chemical industry the case of BASF CSR in the oil and gas industry the case of British Petroleum

TESTS PART TWO CHAPTER 6 THE THEORETICAL FOUNDATIONS OF


CORPORATE GOVERNANCE

AGENCY THEORY Introduction

Agency Costs and Corporate Governance Solutions


Origin and development Corporate governance solutions

Empirical Applications Summary and Conclusions


Questions References Selected Internet Sources

CHAPTER 7

TRANSACTION COST ECONOMICS Introduction Origin and development Transaction attributes and corporate governance solutions
Transaction attributes Corporate governance solutions

Empirical applications Summary and conclusions


Questions References Selected Internet Sources

CHAPTER 8

RESOURCE DEPENDENCE THEORY Overview Origins Empirical research Contribution and Criticisms of Resource Dependency Theory
Contribution Criticism

Implications for Corporate Governance Avenues for Future Research


Questions References Selected Internet Sources

CHAPTER 9

STAKEHOLDER THEORY Overview What is a stakeholder?

Stakeholder Priority Objective of the firm Origins of stakeholder theory Benefits, criticism and implications of stakeholder theory
Benefits Criticisms Implications for Corporate Governance

Avenues for Future Research


Questions References Selected Internet Sources

TESTS PART THREE SHAREHOLDERS AND STAKEHOLDERS CHAPTER 10 SHAREHOLDERS Introduction Minority Shareholders and Shareholder Rights Large Shareholders
Families State Ownership Individual Blockholders Institutional Investors

Conclusion
Questions References Selected Internet Sources

CHAPTER 11

INSIDE STAKEHOLDERS Employees


Instruments of participation Benefits and costs of participation Future trends

Management
Career Concerns Incentives and control: CEO versus directors Boards composition and size

Conclusion
Questions References Selected Internet Sources

CHAPTER 12

OUTSIDE STAKEHOLDERS

Introduction Consumers Suppliers Creditors Competitors Community


Questions References Selected Internet Sources

CHAPTER 13

CASE STUDIES Elf Aquitaine: France's biggest corporate scandal

TESTS PART FOUR CHAPTER 14 THE BOARD OF DIRECTORS BOARD Introduction Types of Board of Directors
A one-tier system A two-tier system

Roles of Board of Directors


The fiduciary duty The duty of care The duty of loyalty The duty of fair dealing

Board Committees
Audit Committee Governance Committee Nominating and Compensation

Board Meetings
Preparation for the meeting The mechanics of meetings Attendees The Agenda The Minutes of the Meetings The Boards Calendar

Conclusion
Questions References Selected Internet Sources

CHAPTER 15

DIRECTORS Introduction Role and function of the executive Directors Role and function of the independent directors Director selection Remuneration of executive and independent directors
Questions References Selected Internet Sources

CHAPTER 16

CASE STUDIES Petrobras: Corporate Governance

TESTS PART FIVE CHAPTER 17 INTERNATIONAL CORPORATE GOVERNANCE CORPORATE GOVERNANCE CONCEPTS AND
MODELS

Introduction Corporate Governance Concepts The OECD Corporate Governance Concept The Continental European Corporate Governance Concept Shareholder Rights and Responsibilities Anglo-Saxon Corporate Governance Model Continental European Corporate Governance Model Conclusions
Questions References Selected Internet Sources

CHAPTER 18

COMPARATIVE GOVERNANCE PRACTICES: ANGLO-SAXON MODEL


Corporate governance in the USA

Questions References Selected Internet Sources Corporate governance in the UK Questions References Selected Internet Sources Corporate governance in Australia Questions References Selected Internet Sources Corporate governance in Canada Questions References Selected Internet Sources Corporate governance in Brazil Questions References Selected Internet Sources Corporate governance in South Africa Questions References Selected Internet Sources Corporate governance in Nigeria Questions References Selected Internet Sources Corporate governance in Ghana Questions References Selected Internet Sources Corporate governance in Jordan Questions References Selected Internet Sources

CHAPTER 19

COMPARATIVE GOVERNANCE PRACTICES:


CONTINENTAL MODEL

Corporate governance in Germany Questions References Selected Internet Sources Corporate governance in the Netherlands Questions References Selected Internet Sources

Corporate governance in Belgium Questions References Selected Internet Sources Corporate governance in France Questions References Selected Internet Sources Corporate governance in Spain Questions References Selected Internet Sources Corporate governance in Italy Questions References Selected Internet Sources Corporate Governance in China Questions References Selected Internet Sources

CHAPTER 20

COMPARATIVE GOVERNANCE PRACTICES: JAPANESE MODEL


Corporate Governance in Japan Questions References Selected Internet Sources

CHAPTER 21

CASE STUDIES 1. Adelphia Communications Corporation: Corporate scandal 2. Novartis: Good Corporate Governance Practices

TESTS Conclusions Appendices Glossary Authors contact details Index