Internal and External Aspects of Corporate Governance by Naciri, Ahmed -- Read -- Imperial Library of Trantor

Index

Routledge Studies in Corporate Governance Contents Comprehensive Cases Appendices Tables Figures Abbreviations Acknowledgments Preface 1 Corporate Governance and Corporate Strategy

CORPORATE GOVERNANCE MECHANISMS’ INTERCONNECTION THE CORPORATION THE EXPLOSIVE COCKTAIL OF CORPORATE COMPLICATIONS AND MARKET SOPHISTICATIONS THE GLOBALIZATION OF FRAUD AND MISTRUST CORPORATE GOVERNANCE HOW CORPORATE GOVERNANCE ENHANCES ORGANIZATION VALUE EXTERNAL CORPORATE GOVERNANCE MECHANISMS OVERVIEW OF THE BOOK CONCLUSION

2 Corporate Governance

THE CONTRACTUAL/VOLUNTARY CORPORATE GOVERNANCE FRAMEWORK AGENCY ORIGINS AGENCY CONSEQUENCES LEGAL CORPORATE GOVERNANCE FRAMEWORKS INTERNATIONAL CORPORATE GOVERNANCE GUIDELINES THE ORGANISATION FOR ECONOMIC CO-OPERATION AND DEVELOPMENT CORPRATE GOVERNANCE PRINCIPLES

Ensuring Basis Rights of Shareholders and Key Ownership Functions Equitable Treatment of Shareholders Role of Stakeholders in Corporate Governance Disclosure and Transparency Responsibilities of the Board

OTHER INTERNATIONAL CORPORATE GOVERNANCE PROGRAMS THE FINANCIAL STABILITY FORUM THE GLOBAL CORPORATE GOVERNANCE FORUM (GCGF) CORPORATE GOVERNANCE REGIONAL ROUNDTABLES REPORT OF THE OBSERVANCE OF STANDARDS AND CODES, ROSC THE PROVISIONS OF SARBANES-OXLEY (SOX)

Public Companies Accounting Oversight Board Allowed and Forbidden Services Audit Committee Financial Statements Certification and Quality Internal Control System Corporate Governance Approaches, an Evaluation

CONCLUSION

3 The Board of Directors and Corporate Governance

CORPORATE GOVERNANCE RESPONSIBILITY SHAREHOLDERS MEETINGS THE BOARD OF DIRECTORS

Structure of the Board of Directors The Legal Responsibilities of the Board Functions of the Board Directors Nonexecutive Directors

THE CHAIRMAN OF THE BOARD AND THE CHIEF EXECUTIVE OFFICER

The Chairman of the Board The CEO

NOMINATION CRITERIA OF CORPORATE OFFICERS AND DIRECTORS DIRECTORS’ CONFLICTS OF INTEREST BOARD RESOLUTIONS MAINTAINING BOARD OF DIRECTORS EFFICIENCY DIRECTORS’ NOMINATION SYNDROME OF THE BROKEN LADDER BOARD AUTHORITY USURPATION INTERRELATION WITH OTHER GOVERNANCE MECHANISMS CONCLUSION

4 The Standing Committees of the Board of Directors and Corporate Governance

STRUCTURE OF THE STANDING COMMITTEES OF THE BOARD THE COMMITTEE OF GOVERNANCE THE STRATEGIC COMMITTEE THE EXECUTIVE COMMITTEE THE AUDIT COMMITTEE THE NOMINATION COMMITTEE COMPENSATION COMMITTEE FINANCE COMMITTEE OTHER STANDING COMMITTEES OF THE BOARD FEARED COMMITTEES’ DISADVANTAGES INTERCONNECTION WITH OTHER CORPORATE GOVERNANCE MECHANISMS CONCLUSION

5 Internal Control and Corporate Governance

WHAT IS INTERNAL CONTROL? INTERNAL CONTROL SYSTEM STRUCTURE THE INTERNAL CONTROL PROCESS

Environment of the Internal Control Integrity and Ethical Values Control Activities The Most Common Control Activities Communications Monitoring Ongoing and Separate Control Activities

INTERNAL CONTROL EFFECTIVENESS INTERCONNECTION WITH OTHER CORPORATE GOVERNANCE MECHANISMS CONCLUSION

6 Risk Management in Corporate Governance

THE CONCEPT OF RISK MANAGEMENT RISK MANAGEMENT OBJECTIVES RISK MANAGEMENT RESPONSIBILITY RISK PROFILE

The Least Controllable Risks Average Controllable Risks Controllable Risks

RISK MEASUREMENT RISK ANALYSIS RISK MANAGEMENT STRATEGIES RISK CONTROL RISK REPORTING IMPLEMENTING AN INTEGRATED RISK MANAGEMENT PROGRAM INTERCONNECTION WITH OTHER CORPORATE GOVERNANCE MECHANISMS CONCLUSION

7 International Financial Reporting and Corporate Governance

INTERNATIONAL FINANCIAL REPORTING STRUCTURE

The IASB Due Process of Developing IFRS

THE INTERNATIONAL AUDITING AND ASSURANCE STANDARDS BOARD THE INTERNATIONAL FINANCIAL REPORTING FRAMEWORK OVERVIEW OF CURRENT INTERNATIONAL FINANCIAL REPORTING STANDARDS OVERVIEW OF INTERNATIONAL AUDITING STANDARDS INTERNATIONAL FINANCIAL REPORTING CONVERGENCE IFRS FINANCIAL REPORTING QUALITY AND CORPORATE GOVERNANCE FINANCIAL DISCLOSURE AND CORPORATE GOVERNANCE INTERCONNECTION WITH OTHER CORPORATE GOVERNANCE MECHANISMS CONCLUSION

8 Financial Auditing and Corporate Governance

OBJECTIVE OF FINANCIAL AUDITING AND THE FINANCIAL REPORTING FRAMEWORK FINANCIAL STATEMENT FRAUD

Financial Statement Fraud, an Illness that has Developed Insidiously Earnings Management Techniques

THE MARKET FRAUD TRAP EXECUTIVE COMPENSATION AND OPTIONS BACKDATING THE FINANCIAL AUDIT PROCESS

The Evaluation of the Effectiveness of the Audit Process

FINANCIAL AUDIT RESPONSIBILITY

The Role of the Management Team in the Financial Audit Process The Role of the Audit Committee in the Financial Audit Process Financial Reports The Audit Committee Relationship with the external Auditors Consulting Services

THE EXTERNAL AUDITOR

External Auditor Role and Duties The Reasonable Assurance External Auditor Opinion on the Financial Statements Who Guards the Guardians?

THE INTERCONNECTION WTH OTHER CORPORATE GOVERNANCE MECHANISMS CONCLUSION

9 Credit-Rating Activities and Corporate Governance

WHAT IS CREDIT RATING? THE ROLE OF CREDIT RATINGS CREDIT-RATING AGENCIES

The Symbols of Credit Ratings Credit-Ratings Users

BANKS’ CREDIT-RATING ACTIVITIES CREDIT RATINGS IN CORPORATE GOVERNANCE CONCERNS REGARDING CREDIT AGENCIES SOME SUGGESTED SOLUTIONS THE INTERCONNECTION WITH OTHER CORPORATE GOVERNANCE MECHANISMS CONCLUSION

10 Financial Markets and Corporate Governance

STOCK EXHANGES

Market Efficiency Hypothesis (EMH)

STOCK ECHANGE AS CORPORATE GOVERNANCE–ENHANCING MECHANISMS

Stock Exchange as Corporate Governance Remuneration Mechanism Stock Exchange as Corporate Governance Counseling Mechanism Stock Exchange as Corporate Governance Disciplinary Mechanism Forms for Corporate Control Economic Fundamental of Markets for Corporate Control Impediments to Control Market Efficiency Markets as Corporate Governance Defense Mechanism

FINANCIAL MARKET AND NONLISTED COMPANIES INTERCONNECTION WITH OTHER CORPORATE GOVERNANCE MECHANISMS CONCLUSION

11 Corporate Governance in Less Developed Economies

WHO ARE THE LESS DEVELOPED ECONOMIES NONLISTED COMPANIES IN LDE

The Weaknesses of Corporate Governance in the LDE

GOVERNANCE INTERNAL MECHANISMS IN LDE

The Internal Mechanisms of Governance in Family Businesses Board of Directors in Family-Owned Companies The Corporate Governance Internal Mechanisms in State Enterprises Improving Corporate Governance of SOE

EXTERNAL MECHANISMS OF CORPORATE GOVERNANCE IN LDE

The Market as External Governance Mechanism Other External Governance Mechanisms

THE FOUNDATIONS FOR AN EFFICIENT CORPORATE GOVERNANCE FRAMEWORK FOR NONLISTED COMPANIES INTERCONNECTION WITH OTHER COPORATE GOVERNANCE MECHANISMS CONCLUSION

12 Corporate Governance Requirement of Trust

TRUST IN BUSINESS RELATIONSHIPS TRUST AND CORPORATE GOVERNANCE BOARD MANAGEMENT TRUST RELATIONSHIP (BMTR) THE BOARD/MANAGEMENT TRUST RELATIONSHIP

Trustfulness Trustworthiness

BMTR GRAPHICAL REPRESENTATION

The BMTR Mistrust Zone The BMTR Trustiness Zone The BMTR Optimal zone Ethics and Market Value

INTERCONNECTION WITH OTHER CORPORATE GOVERNANCE DEFENSE MECHANISMS CONCLUSION

13 Corporate Governance

WEAK CORPORATE GOVERNANCE’S DISASTROUS EFFECTS THE SOURCES OF THE PROBLEM THE MARKET FOR SAFE PASSES THE SEARCH FOR A CURE THE REINFORCEMENT OF THE DUTY OF TRUST AN OPPORTUNITY FOR CHANGE CONCLUSION

Notes References Index

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