What Is Corporate Governance? by Colley, John L. -- Read -- Imperial Library of Trantor

Index

Other books in McGraw-Hill’s “What Is...? Series include Title Page Copyright Page Table of Contents Acknowledgements Chapter 1 - CORPORATE GOVERNANCE MAKES HEADLINES

INTRODUCTION WHAT IS GOVERNANCE? WHAT IS CORPORATE GOVERNANCE? GOVERNANCE MAKES A DIFFERENCE THE STAKEHOLDER CONCEPT NOTES

Chapter 2 - THE LEGAL OBLIGATIONS OF DIRECTORS

THE NEED FOR RULES WHO MAKES THE RULES? WHO IS RESPONSIBLE FOR GOVERNING THE AFFAIRS OF A PUBLIC CORPORATION? WHAT ARE THE RESPONSIBILITIES OF DIRECTORS? DEALING WITH HOSTILE TAKEOVER OFFERS WHAT STANDARD DETERMINES IF DIRECTORS HAVE MET THEIR RESPONSIBILITIES? INTERPRETATION OF THE DUTY OF CARE THE DUTY OF LOYALTY IN PRACTICE INDEMNIFICATION OF DIRECTORS SUMMARY NOTES

Chapter 3 - GETTING AND KEEPING AN EFFECTIVE BOARD

INTRODUCTION THE SIZE OF THE BOARD THE TERMS OF DIRECTORS WHO SELECTS DIRECTORS IN A PUBLIC COMPANY? THE SELECTION PROCESS FOR NEW DIRECTORS MAINTAINING BOARD EFFECTIVENESS SUMMARY

Chapter 4 - HOW AN EFFECTIVE BOARD ORGANIZES ITS WORK

THE BYLAWS THE ANNUAL MEETING OF THE SHAREHOLDERS DEFENSIVE MEASURES THE ELECTION OF CORPORATE OFFICERS THE BOARD COMMITTEES THE BOARD MEETING

Chapter 5 - THE BOARD-CEO RELATIONSHIP

INTRODUCTION CEO SUCCESSION AND SELECTION THE WORKING RELATIONSHIP BETWEEN THE BOARD AND THE CEO EVALUATING THE PERFORMANCE OF THE CEO

Chapter 6 - CEO COMPENSATION INTRODUCTION

INTRODUCTION PAY FOR PERFORMANCE CONSIDERATIONS IN SETTING COMPENSATION THE CEO COMPENSATION PACKAGE SUMMARY

Chapter 7 - THE BOARD’S ROLE IN MANAGEMENT

INTRODUCTION BOARD RELATIONSHIPS DIRECTORS’ KNOWLEDGE OF THE BUSINESS THE GOALS OF THE CORPORATION RISK MANAGEMENT FULFILLING DUTIES EXECUTION MAKING DIFFICULT DECISIONS

Chapter 8 - NEW REQUIREMENTS: SARBANES-OXLEY ACT AND STOCK EXCHANGE RULES

INTRODUCTION THE NEW REQUIREMENTS STRENGTHENING CORPORATE RESPONSIBILITY THROUGH GOVERNANCE ENHANCED FINANCIAL DISCLOSURES SUMMARY

Chapter 9 - HOW DIRECTORS AND BOARDS GET INTO TROUBLE

INTRODUCTION AVOIDING A BAD SITUATION INDIVIDUAL PROBLEMS COLLECTIVE BOARD PROBLEMS CONCLUSIONS

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