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Contents About the Contributors 1 Introduction Kevin Keasey, Steve Thompson and Mike Wright Introduction Alternative perspectives on corporate governance Background to corporate governance reform Governance reform: The early days New perspectives from the 1990s The volume's contents References 2 The Development of Corporate Governance Codes in the UK Kevin Keasey, Helen Short and Mike Wright Introduction Corporate governance in the UK - definitions and framework The evolution of policy recommendations - from Cadbury to Hampel The evolution of governance policy - from Combined Code I to Combined Code II Overview of policy evolution Conclusion References 3 Financial Structure and Corporate Governance Robert Watson and Mahmoud Ezzamel Introduction Capital structure and financial risk Does capital structure matter? The agency costs of debt Employees as residual claimants References 4 Institutional Shareholders and Corporate Governance in the UK Helen Short and Kevin Keasey Introduction Institutional shareholding in the UK General overview of the objectives and incentives of institutions The willingness and ability of institutions to intervene in the governance of corporations Methods of intervention Governance by institutional shareholders: Empirical evidence Summary and conclusions References 5 Boards of Directors and the Role of Non-Executive Directors in the Governance of Corporations Mahmoud Ezzamel and Robert Watson Introduction The corporate form, governance and the board of directors The UK's governance by disclosure Conclusions References 6 Executive Pay and UK Corporate Governance Alistair Bruce and Trevor Buck Executive pay and corporate governance in the UK: An overview The empirical analysis of executive pay Executive pay evolution in the UK Performance indicator(s) Further discretionary elements in LTIP design Mix of remuneration components Disclosure Conclusions References 7 Compensation Committees and Executive Compensation in the UK Publicly Traded Firms Rocio Bonet and Martin J. Conyon Introduction Compensation committees and executive pay Prior literature New data and results Discussion and conclusion References 8 The Governance Role of Takeovers Noel O'Sullivan and Pauline Wong Introduction Takeovers and company performance The likelihood of takeover success Post-acquisition performance Management turnover subsequent to takeover The consequences of takeover failure Conclusions References 9 Governance and Strategic Leadership in Entrepreneurial Firms Catherine M. Dalton, Patricia P. McDougall, Jeffrey G. Covin and Dan R. Dalton Abstract Governance and strategic leadership do matter CEOs/Founders CEO duality Top management teams Boards of directors Venture capitalists Discussion: An opportunity lost References 10 Corporate Governance: The Role of Venture Capitalists and Buy-Outs Mike Wright, Steve Thompson and Andrew Burrows Introduction Theoretical issues Empirical evidence Conclusions References 11 Explaining Western Securities Markets Mark J. Roe Introduction The argument: Corporate law as propelling diffuse ownership Corporate law's limits Data: Political variables as the strongest predictor of ownership separation Conclusion: Politics and corporate law as explanations for securities markets References 12 International Corporate Governance Diane K. Denis and John J. McConnell Introduction First generation international corporate governance research Second generation international corporate governance research Convergence in corporate governance systems Conclusion and directions for future research References 13 Corporate Governance in Germany Marc Goergen, Migel Manjon and Luc Renneboog Introduction Ownership and control Internal corporate governance mechanisms External corporate governance mechanisms The recent evolution of corporate governance regulation and stock exchange structures Conclusion References 14 Network Opportunities and Constraints in Japan's Banking Industry: A Social Exchange Perspective on Governance William P. Wan, Robert E. Hoskisson, Hicheon Kim and Daphne Yiu Japan's main bank system A social exchange approach to Japan's banking networks Opportunities and constraints in Japan's banking networks Implications and conclusion References 15 Analysing Change in Corporate Governance: The Example of France Mary O'Sullivan Understanding systems of corporate governance The ownership and financing of French corporations Implications for French corporate governance The role of structure in corporate governance Conclusion Bibliography 16 Ownership and Control of Chinese Public Corporations: A State-Dominated Corporate Governance System Guy S. Liu and Pei Sun Introduction Overview of the Chinese corporate governance system Ultimate ownership, intermediate shareholding classes and their relation to corporate performance The evolution of ownership and control and its determinants Concluding remarks References 17 Corporate Governance in Transitional Economies Mike Wright, Trevor Buck and Igor Filatotchev Introduction Corporate governance and differing privatization approaches in transition economies Corporate governance in transition economies Post-privatisation governance Studies of the effects of different ownership and governance forms Conclusions References Index
Library of Congress Subject Headings for this publication:
Corporate governance -- Cross-cultural studies.
Corporations -- Finance -- Cross-cultural studies.