Corporate Governance MattersA Closer Look at Organizational Choices and Their Consequences
Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes:
- International corporate governance.
- Compensation, equity ownership, incentives, and the labor market for CEOs.
- Optimal board structure, tradeoffs, and consequences.
- Governance, organizational strategy, business models, and risk management.
- Succession planning.
- Financial reporting and external audit.
- The market for corporate control.
- Roles of institutional and activist shareholders.
- Governance ratings.
The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.
Chapter 1 Introduction to Corporate Governance 1
Chapter 2 International Corporate Governance 23
Chapter 3 Board of Directors: Duties and Liability 67
Chapter 4 Board of Directors: Selection, Compensation, and Removal 93
Chapter 5 Board of Directors: Structure and Consequences 127
Chapter 6 Organizational Strategy, Business Models, and Risk Management 169
Chapter 7 Labor Market for Executives and CEO Succession Planning 203
Chapter 8 Executive Compensation and Incentives 237
Chapter 9 Executive Equity Ownership 287
Chapter 10 Financial Reporting and External Audit 325
Chapter 11 The Market for Corporate Control 361
Chapter 12 Institutional Shareholders and Activist Investors 393
Chapter 13 Corporate Governance Ratings 433
Chapter 14 Summary and Conclusions 459
The complete, up-to-date corporate governance reference for every board member, officer, director, and stakeholder.
- Brings together crucial knowledge, new academic research, and a complete decision-making framework.
- Objectively and fully addresses every component of governance, with no axe to grind: explains what's known and what isn't, helping leaders make better choices in the face of uncertainty.
- By David Larcker, director of Stanford's highly influential Corporate Governance Research Program.
David Larcker is James Irvin Miller Professor of Accounting at the Graduate School of Business of Stanford University; Director of the Corporate Governance Research Program; Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance. David’s research focuses on executive compensation, corporate governance, and managerial accounting. He has published many research papers and is frequently quoted in both the popular and business press. He received his BS and MS in engineering from the University of Missouri-Rolla and his PhD in business from the University of Kansas. He previously was on the faculty of the Kellogg Graduate School of Management at Northwestern University and The Wharton School at the University of Pennsylvania. Professor Larcker presently serves on the Board of Trustees for the Wells Fargo Advantage Funds.
Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including case studies and other materials on boards of directors, succession planning, executive compensation, financial accounting, and shareholder relations. Previously, Brian worked as a financial analyst at Stanford University’s Office of the CEO and as an investment associate at UBS Private Wealth Management. He received his MBA from the Stanford Graduate School of Business and his BA from Princeton University.
Together, Larcker and Tayan have co-authored many case studies and articles on governance.
Additional resources and supporting material for this book are available at:
Stanford Graduate School of Business
The Corporate Governance Research Program