Keeping Better Company
Corporate Governance Ten Years On
1st Edition
Published on 27. October 2005
461 pages
978-0-19-155394-3 (ISBN)
Description
How should companies be organized? To whom should boards of directors be responsible - shareholders, or a wider group of stakeholders? In this fiercely competitive world we cannot judge our own system of corporate governance in isolation, it must bear comparison with the best. The second edition of this acclaimed and well-established book aims to do just that. Since publication of the first edition interest in corporate governance has greatly increased, codes have proliferated, and principles laid down nationally and internationally. In Keeping Better Company, the author describes developments in the system of corporate governance - both the business environment and the particular structures of company organization - in five major industrial countries: Germany, Japan, France, the USA, and the UK. This second edition is fully revised, updated and expanded, and includes a new conclusion looking at a number of ongoing issues in corporate governance, and an appendix discussing the role of international organizations.
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10/2005
2nd Edition
Oxford University Press
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Content
- Intro
- Contents
- List of Figures
- List of Tables
- List of Abbreviations
- 1 THE ESSENCE OF GOVERNANCE
- Introduction
- The Basic Principles
- The Ethical Dimension
- Takeovers
- Does Sound Governance Make a Difference?
- Market Changes in the Five Countries
- 2 GERMANY
- Introduction
- Background
- Board structure
- Shareholders
- The Market
- The Banks
- The Basic Principles
- The Developing Scene
- Annex 2: The German Corporate Governance Code
- 3 JAPAN
- Introduction
- The Law
- Companies: The Japanese Universe
- Shareholders
- Japanese Companies: The Top Command
- The Board of Directors
- Annual General Meetings
- The Banks
- Mergers and Hostile Bids
- Summary
- The Future
- Annex 3A: Powers of Corporate Auditors
- Annex 3B: Hitachi AGM
- Annex 3C: The Role of the IRJC
- Annex 3D: IRJC and the Kanebo case
- Annex 3E: Sony's Distinctive Approach to Corporate Governance
- Annex 3F: Toyota AGM
- 4 FRANCE
- Introduction
- The Legal Framework
- Governance
- Company Shareholdings
- The Stock Market
- Sustainable Development, Stakeholders, Ethical Funds
- Difficult Subjects
- Annex 4A: Corporate Governance in the CAC 40
- Annex 4B: Chairman and Chief Executive Officer and Executive Directors Compensation
- 5 THE UNITED STATES OF AMERICA
- Introduction
- The Governance Machine at Work
- The Banks
- The Public Company Accounting Oversight Board
- Shareholders
- The Stock Market
- Takeovers
- Commentary
- Future Developments
- Annex 5: Audit Committee Requirements
- 6 THE UNITED KINGDOM
- General Background
- Laws and 'Soft' Law
- Sources of Finance
- The Stock Exchange
- Who Holds Shares and How
- Directors and Boards
- Reporting to the Shareholders
- Shareholders' Rights and Activism
- Corporate Governance: Commentators and Rating Systems
- Trustees
- Annual General Meetings
- Stakeholders and Corporate Social Responsibility
- Mergers and Takeovers
- Litigation
- Internal Controls
- Unquoted Companies
- An Evaluation of the UK System
- Envoi
- Annex 6: The Combined Code 2003
- 7 UNFINISHED BUSINESS
- Introduction
- The Rule of Law
- Accounting and Auditing
- The Oppression of Minorities
- Shareholder Activism in Quoted Companies
- The Governance of Banks
- Whistle Blowing
- Corporate Social Responsibility
- Independent Directors
- Envoi
- Annex 7: The Role of International Organizations
- List of References and Further Reading
- Index
- A
- B
- C
- D
- E
- F
- G
- H
- I
- J
- K
- L
- M
- N
- O
- P
- Q
- R
- S
- T
- U
- V
- W
- Y
- Z
