The decade since the publication of the Cadbury Report in1992 has seen growing interest in corporate governance. This growth has recently become an explosion with major corporate scandals such as WorldCom and Enron in the US, the international diffusion of corporate governance codes and wider interest in researching corporate governance in different institutional contexts and through different subject lenses.
In view of these developments, this book will be a rigorous update and development of the editors earlier work,Corporate Governance: Economic, Management and Financial Issues. Each chapter, written by an expert in the subject offers a high level review of the topic, embracing material from financial accounting, strategy and economic perspectives.
About the contributors xi
1 Introduction (Kevin Keasey, Steve Thompson and Mike Wright).
Introduction.
Alternative perspectives on corporate governance.
Background to corporate governance reform.
Governance reforms: the early days.
New perspectives from the 1990s.
The volumes contents.
Notes.
References.
2 The Development of Corporate Governance Codes in the UK (Kevin Keasey, Helen Short and Mike Wright).
Introduction.
Corporate governance in the UK definitions and framework.
The evolution of policy recommendations from Cadbury to Hampel.
The evolution of governance policy from Combined Code I to Combined Code II.
Overview of policy evolution.
Conclusion.
Notes.
References.
3 Financial Structure and Corporate Governance (Robert Watson and Mahmoud Ezzamel).
Introduction.
Capital structure and financial risk.
Does capital structure matter?
The agency costs of debt.
Employees as residual claimants.
Notes.
References.
4 Institutional Shareholders and Corporate Governance in the UK (Helen Short and Kevin Keasey).
Introduction.
Institutional shareholdings in the UK.
General overview of the objectives and incentives of institutions.
The willingness and ability of institutions to intervene in the governance of corporations.
Methods of intervention.
Governance by institutional shareholders: empirical evidence.
Summary and conclusions.
Notes.
References.
5 Boards of Directors and the Role of Non-executive Directors in the Governance of Corporations (Mahmoud Ezzamel and Robert Watson).
Introduction.
The corporate form, governance and the board of directors.
The UKs governance by disclosure.
Conclusions.
Notes.
References.
6 Executive Pay and UK Corporate Governance (Alistair Bruce and Trevor Buck).
Introduction.
Executive pay and corporate governance in the UK: an overview.
The empirical analysis of executive pay.
Executive pay evolution in the UK.
Performance indicator(s).
Further discretionary elements in LTIP design.
Mix of remuneration components.
Disclosure.
Conclusions.
References.
7 Compensation Committees and Executive Compensation: Evidence from Publicly Traded UK Firms (Rocio Bonet and Martin J. Conyon).
Introduction.
Compensation committees and executive pay.
Prior literature.
New data and results.
Discussion and conclusion.
Notes.
References.
8 The Governance Role of Takeovers (Noel OSullivan and Pauline Wong).
Introduction.
Takeovers and company performance.
The likelihood of takeover success.
Post-acquisition performance.
Management turnover subsequent to takeover.
The consequences of takeover failure.
Conclusions.
References.
9 Governance and Strategic Leadership in Entrepreneurial Firms (Catherine M. Dalton, Patricia P. McDougall, Jeffrey G. Covin and Dan R. Dalton).
Introduction.
Governance and strategic leadership do matter.
CEOs/Founders.
CEO duality.
Top management teams.
Boards of directors.
Venture capitalists.
Discussion: an opportunity lost.
Conclusion.
References.
10 Corporate Governance: The Role of Venture Capitalists and Buy-outs (Mike Wright, Steve Thompson and Andrew Burrows).
Introduction.
Theoretical issues.
Empirical evidence.
Conclusions.
Notes.
References.
11 Explaining Western Securities Markets (Mark J. Roe).
Introduction.
The argument: corporate law as propelling diffuse ownership.
Corporate laws limits.
Data: political variables as the strongest predictor of ownership separation.
Conclusion: politics and corporate law as explanations for securities markets.
Notes.
References.
12 International Corporate Governance (Diane K. Denis and John J. McConnell).
Introduction.
First generation international corporate governance research.
Second generation international corporate governance research.
Convergence in corporate governance systems.
Conclusion and directions for future research.
Notes.
References.
13 Corporate Governance in Germany (Marc Goergen, Miguel C. Manjon and Luc Renneboog).
Introduction.
Ownership and control.
Internal corporate governance mechanisms.
External corporate governance mechanisms.
The recent evolution of corporate governance regulation and stock exchange structures.
Conclusion.
Notes.
References.
14 Network Opportunities and Constraints in Japans Banking Industry: A Social Exchange Perspective on Governance (William P. Wan, Robert E. Hoskisson, Hicheon Kim and Daphne Yiu).
Introduction.
Japans main bank system.
A social exchange approach to Japans banking networks.
Opportunities and constraints in Japans banking networks.
Implications and conclusion.
Notes.
References.
15 Analysing Change in Corporate Governance: The Example of France (Mary OSullivan).
Introduction.
Understanding systems of corporate governance.
The ownership and financing of French corporations.
Implications for French corporate governance.
The role of structure in corporate governance.
Conclusion.
Notes.
References.
16 Ownership and Control of Chinese Public Corporations: A State-dominated Corporate Governance System (Guy S. Liu and Pei Sun).
Introduction.
Overview of the Chinese corporate governance system.
Ultimate ownership, intermediate shareholding classes, and their relation to corporate performance.
The evolution of ownership and control and its determinants.
Concluding remarks.
Notes.
References.
17 Corporate Governance in Transition Economies (Mike Wright, Trevor Buck and Igor Filatotchev).
Introduction.
Corporate governance and differing privatisation approaches in transition economies.
Corporate governance in transition economies.
Post-privatisation governance.
Studies of the effects of different ownership and governance forms.
Conclusions.
Notes.
References.
Index.
