Corporate Governance Matters, 3rd Edition by Larcker, David -- Read -- Imperial Library of Trantor

Index

Cover Page About This eBook Halftitle Page Title Page Copyright Page Contents at a Glance Contents Register Your Book Acknowledgments About the Authors Preface 1. Introduction to Corporate Governance

Self-Interested Executives Defining Corporate Governance Corporate Governance Standards Best Practice or Best Practices? Does “One Size Fit All”? Relationship between Corporate Governance and Firm Performance Endnotes

2. International Corporate Governance

Capital Market Efficiency Legal Tradition Accounting Standards Enforcement of Regulations Societal and Cultural Values Individual National Governance Structures Endnotes Interlude

3. Board of Directors: Duties and Liability

Board Responsibilities Board Independence The Operations of the Board Duration of Director Terms Director Elections Removal of Directors Legal Obligations of Directors Endnotes

4. Board of Directors: Selection, Compensation, and Removal

Market for Directors Director Recruitment Process Director Compensation Removal of Directors Endnotes

5. Board of Directors: Structure and Consequences

Board Structure Summary Endnotes Interlude

6. Strategy, Performance Measurement, and Risk Management

Organizational Strategy Strategy Implementation Process Business Model Development and Testing Key Performance Measures How Well Are Boards Doing with Performance Measures and Business Models? Risk and Risk Management Risk and Risk Tolerance Risk to the Business Model Risk Management Oversight of Risk Management Assessing Board Performance on Risk Management Cybersecurity Endnotes

7. CEO Selection, Turnover, and Succession Planning

Labor Market for Chief Executive Officers Labor Pool of CEO Talent CEO Turnover Newly Appointed CEOs Models of CEO Succession The Succession Process How Well Are Boards Doing with Succession Planning? Executive Search Firms Endnotes

8. Executive Compensation and Incentives

The Controversy over Executive Compensation Competing Theories of CEO Pay Components of Compensation Determining Compensation Compensation Consultants Compensation Levels Ratio of CEO Pay to Other Top Executive Pay Ratio of CEO Pay to Average Employee Pay Compensation Mix Short-Term Incentives Long-Term Incentives Benefits and Perquisites Compensation Disclosure Say-on-Pay Competing Theories of CEO Pay Endnotes

9. Executive Equity Ownership

Equity Ownership and Firm Performance Equity Ownership and Risk Equity Ownership and Agency Costs Accounting Manipulation Manipulation of Equity Grants Equity Sales and Insider Trading Rule 10b5-1 Hedging Pledging Repricing and Exchange Offers Endnotes

10. Financial Reporting and External Audit

The Audit Committee Accounting Quality, Transparency, and Controls Financial Reporting Quality Financial Restatements Models to Detect Accounting Manipulations The External Audit Audit Quality Structure of Audit Industry Impact of Sarbanes–Oxley External Auditor as CFO Auditor Rotation Endnotes

11. The Market for Corporate Control

The Market for Corporate Control Stock Market Assessment of Acquiring and Target Firms Antitakeover Protections Antitakeover Actions Warding Off Unwanted Acquirers Endnotes

12. Shareholders and Shareholder Activism

The Role of Shareholders Blockholders and Institutional Investors Institutional Investors and Proxy Voting Activist Investors The Rise of Index Investing Shareholder Democracy and Corporate Engagement Proxy Advisory Firms Endnotes

13. Stakeholders and Stakeholder Activism

Pressure to Incorporate Stakeholder Interests Legal and Economic Implications Director and CEO Views on Stakeholders ESG Metrics and Disclosure External Assessment of ESG Endnotes

14. Corporate Governance and ESG Ratings

Third-Party Ratings Credit Ratings Commercial Corporate Governance Ratings Governance Rating Systems by Academic Researchers The Viability of Governance Ratings ESG Ratings Endnotes

15. Alternative Models of Governance

Family-Controlled Corporations Venture-Backed Companies Private Equity-Owned Companies Nonprofit Organizations Endnotes

16. Summary and Conclusions

Testing Remains Insufficient The Current Focus Is Misdirected Important Variables Are Clearly Missing Context Is Important Rights of Shareholders and Stakeholders Endnotes

Index

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