A Primer on Corporate Governance

Abstract

2nd ed. Title from PDF title page (viewed May 28, 2013). Part of: 2013 digital library. This book is a primer on corporate governance for large, publicly held companies in the United States, the system that defines the distribution of rights and responsibilities among different participants in a corporation, such as the board, managers, shareholders, and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. As with any complex system, corporate governance functions best when all of its constituent elements work in harmony, when each performs its assigned role, with the right incentives, properly aligned interests, and the right tools for the job. The turbulent history of corporate governance in recent years is testimony that this has not always been the case. Part I. Corporate governance: the system and its purpose -- 1. Corporate governance: the link between corporations and society -- 2. Governance and accountability -- 3. The board: role and composition -- 4. Major U.S. governance reforms: 2002-2012 -- Part II. The board's responsibilities -- 5. CEO selection and succession planning -- 6. Oversight, compliance, and risk management -- 7. The board's role in strategy development -- 8. CEO performance evaluation and executive compensation -- 9. Responding to external pressures and unforeseen events -- 10. Creating a high-performance board -- Notes -- References -- Index.