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CONTENTS Acknowledgements xii Introduction 1 1. What is a Corporation? 8 Evolution of the Corporate Structure The Purpose of a Corporation Human satisfaction Social structure Efficiency and efficacy Ubiquity and flexibility Identity Metaphor #1: The Corporation as a ?Person? Metaphor #2: The Corporation as a Complex Adaptive System Are Corporate Decisions ?Moral?? Who can Hold Corporations Accountable? Two Key External Mechanisms for Directing Corporate Behavior Government: Legislation, Regulation, Enforcement What does ?Within the Limits of the Law? Mean? The top 10 Corporate Criminals of the 1990?s Probation of corporations How can a corporation be sentenced to probation? Securities analyst settlement What is the role of shareholders in making this system work? Should shareholders pay the fine? Which ones? Co-opting the Market: Corporations and Government The Corporation and Elections The Corporation and the Law A Market Test: Measuring Performance Long-term vs. short-term Corporate Decision-Making: Whose Interests Does this ?Person?/Adaptive Creature Serve? Measuring Value Enhancement GAAP Market value Earnings per share EVA: economic value added Human Capital: ?It?s not what you own but what you know? The ?Value Chain? Knowledge capital The value of cash Corporate ?externalities? Equilibrium: The Cadbury Paradigm Quantifying Non-Traditional Assets and Liabilities Future Directions 2. Shareholders: Ownership 101 Definitions Early Concepts of Ownership Early Concepts of the Corporation A Dual Heritage: Individual and Corporate ?Rights? The Reinvention of the Corporation: Eastern Europe in the 1990s Of Vouches and Values The Evolution of the American Corporation The Essential Elements of the Corporate Structure The Separation of Ownership and Control, Part 1: Berle and Means Fractionated Ownership The Separation of Ownership and Control, Part 2: The Takeover Era Waking the Sleeping Giant A Framework for Shareholder Monitoring and Response Ownership and Responsibility No innocent shareholder To Sell or Not to Sell: The Prisoner?s Dilemma Who the Institutional Investors Are Bank trusts Mutual funds Insurance companies Universities and foundations Pension plans The Biggest Pool of Money in the World Pension plans as investors Pension plans as owners Advantages Disadvantages Public Pension Funds Divestment initiatives Economically targeted investments AFSCME Proxy access Shareholder approval of summary compensation table Independent chairman Binding majority vote standard Solicitation expenses Board Declassification Equity compensation holding policy Performance-based restricted stock Climate change risk report Federal employee retirement system TIAA-CREF Private Pension Funds The Sleeping Giant Awakens: Shareholder Proxy Proposals on Governance Issues Focus on the Board Hedge Funds Synthesis: Hermes Investing in Activism New Models and New Paradigms The ?Ideal Owner? Public Policy Submissions Pension Funds as ?Ideal Owners? Is the ?Ideal Owner? Enough? 3. Directors: Monitoring 244 A Brief History of Anglo-American Boards Today?s Typical Board Size Inside/Outside mix Diversity Meeting frequency/committees Audit committees Ownership/compensation Post S-Ox changes Board Duties: The Legal Framework The Board-Management Relationship Information Flow The Years of the Corporate Scandals Director Information Checklist The CEO-Chairman Catch 22: The Ex-CEO as Director CEO Succession Director Nomination Director Compensation Interlocks Time and Money The Director?s Role in Crisis ?Independent? Outside Directors Director Election Staggered boards Confidential voting Impact of the Takeover Era on the Role of the Board The Fiduciary Standard and the Delaware Factor How did boards respond? Greenmail ?Poison pills? Other anti-takeover devices Future Directions Majority voting and proxy access Improving director compensation Increasing the authority of independent directors ?A market for independent directors? ?Designated director? Board evaluation Executive session meetings Succession planning and strategic planning Market directors genuinely ?independent? Involvement by the federal government Involvement by shareholders 4. Management: Performance 322 Introduction What Do We Want from the CEO? The Biggest Challenge Executive Compensation Stock Options Restricted Stock Shareholder Concerns: Several Ways to Pay Day The ?guaranteed bonus? ? the ultimate oxymoron Deliberate obfuscation The Christmas tree Compensation plans that are all upside and no downside Loans Accelerated vesting of options Manipulation of earnings to support bonuses Huge disparity between CEO and other top executives Imputed years of service Excessive departure packages Backdating, bullet-dodging and spring-loading options Phony cuts Golden hellos Transaction bonuses Gross-ups and other perquisites Retirement benefits Obstacles to restitution when CEOs are overpaid Future Directions for Executive Compensation CEO Employment Contracts Cause Change of control Half now, half later CEO Succession Planning Sarbanes-Oxley Creation of the public company accounting oversight board Section 404 Other changes Employees: Compensation and Ownership Four reasons for employee ownership Employee Stock Ownership Plans Mondragon and Symmetry: Integration of Employees, Owners and Directors Conclusion 5. International Corporate Governance 377 Capital Restructuring and Ownership Structure Corporate Governance Improvements The Results The Institutional Investor as Proxy for the Public Interest Norway in the Driver?s Seat The International Corporate Governance Network The Global Corporate Governance Forum Sweden Canada Singapore Enhanced value engagement: Isetan Company profile Relevant corporate governance features of Singapore The importance of the Isetan Singapore engagement Issues at Isetan Actions Outcomes Russia Germany China Japan GMI Developed Markets Not Immune to Governance Weaknesses Ratings Changes and Stock Performance Management Processes World Bank and G7 Response Azerbaijan Slovakia Jordan Thailand Poland Key Recommendations The GCP A Common Framework for Sustainability Reporting 2006 Results Looking Ahead Relative Sector Performance Background Towards a Common Language Vision 6. Case Studies: Corporations in Crisis 446 General Motors General Motors and Pierre de Pont General Motors: What Went Wrong? General Motors and Ross Perot General Motors after Perot: Smith and Stempel General Motors: A Postscript American Express Time Warner Sears, Roebuck & Co. Diversification Strategy: The Fate of Retail Sears: A Postscript Armand Hammer and Occidental Petroleum Polaroid Polaroid?s ESOP: Delaware Sits in Judgment Carter Hawley Hale Hostile Takeover After the Restructuring Eastman Kodak Waste Management Corp. Gold into Garbage Lens and Soros The Soros Effect Restructuring What Went Wrong? Waste Management: A Postscript Stone & Webster Stone & Webster: The Company that Built America Postscript Mirror Group/Trinity Mirror January 1999 July 1999 September 2000 June 2001 February 2002 September 2002 Adelphia What happened? Arthur Andersen Andersen Consulting A Conformist Culture Who Watches the Watchers? Corporate Governance Hubris Tyco (by Robert A.G. Monks) WorldCom (by Beth Young) Growth by Acquisition WorldCom?s Board of Directors WorldCom?s Auditor Gerstner?s Pay Package at IBM The Anatomy of a Contract Premier Oil ? Shareholder Value, Governance and Social Issues
Library of Congress Subject Headings for this publication:
Corporate governance -- United States.