Table of Contents
- Corporate Governance: Linking Corporations and Society
Governance and Accountability
- Who Owns the Corporation? The Legal Debate
- Focus of U.S. Governance Law: Conduct or Accountability?
- Corporate Purpose: A Societal Perspective
- The Primacy of Shareholder Interests: A Historical Perspective
- Governance Without a Shared Purpose?
- Is Shareholder Value Maximization the Right Objective?
- Stakeholder Theory: A Viable Alternative?
- Resolving the Conflict: Toward Enlightened Value Maximization?
- The Board of Directors: Role and Composition
- Recent U.S. Governance Reforms
- CEO Selection and Succession Planning
Oversight, Compliance, and Risk Management
- The New Regulatory Climate
- Warren Buffett on the Challenge of the Audit Committee
- Legal Issues Regarding Oversight
- Red Flags in Management Culture, Strategies, and Practices
- Questions About Ethics and Compliance for the Board
- Questions About Hedging, Derivatives, and Trading Risks
- Enterprise Risk Management: The Board’s New Tool
- Codes of Ethics and Codes of Conduct
- The Board’s Role in Strategy Development
- CEO Performance Evaluation and Executive Compensation
- Responding to External Pressures and Unforeseen Events
Creating a High-Performance Board
- Managing Itself: A Board’s First Priority
- What Defines the Best In-Class Boards?
- The Right Leadership: The Key to Board Effectiveness
- Understanding the “Sociology” of the Board
- Time and Information Deficits: Barriers to Board Effectiveness
- Building the Right Team: Board Composition
- Board Self-Evaluation
- Epilogue: The Future of Corporate Governance
- Appendix A: Sarbanes-Oxley and Other Recent Reforms
- Appendix B: Red Flags in Management
- Appendix C: Enterprise Risk Management: Ask the Board
Corporate Governance, v. 1.0
by Cornelis A. de Kluyver
Chapter 4 Recent U.S. Governance Reforms