Download or read book Pay Without Performance written by Lucian A. Bebchuk and published by Harvard University Press. This book was released on 2004 with total page 308 pages. Available in PDF, EPUB and Kindle. Book excerpt: The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders. Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives. This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.

Download or read book CEO Leadership written by Thomas A. Cole and published by University of Chicago Press. This book was released on 2019-11-20 with total page 285 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate governance for public companies in the United States today is a fragile balance between shareholders, board members, and CEOs. Shareholders, who are focused on profits, put pressure on boards, who are accountable for operations and profitability. Boards, in turn, pressure CEOs, who must answer to the board while building their own larger vision and strategy for the future of the company. In order for this structure to be successful in the long term, it is imperative that boards and CEOs come to understand each other’s roles and how best to work together. Drawing on four decades of experience advising boards and CEOs on how to do just that, Thomas A. Cole offers in CEO Leadership a straightforward and accessible guide to navigating corporate governance today. He explores the recurring question of whose benefit a corporation should be governed for, along with related matters of corporate social responsibility, and he explains the role of laws, market forces, and politics and their influence on the governance of public companies. For corporate directors, he provides a comprehensive examination of the roles, responsibilities, and accountability the role entails, while also offering guidance on how to be as effective as possible in addressing both routine corporate matters and special situations such as mergers and acquisitions, succession, and corporate crises. In addition, he offers practical suggestions for CEOs on leadership and their interactions with boards and shareholders. Cole also mounts a compelling case that a corporate culture that celebrates diversity and inclusion and has zero tolerance for sexual misconduct is critical to long-term business success. Filled with vignettes from Cole’s many years of experience in the board room and C-suite, CEO Leadership is an invaluable resource for current and prospective directors, CEOs, and other senior officers of public companies as well as the next generation of corporate leaders and their business and financial advisors.

Download or read book CEO Excellence written by Carolyn Dewar and published by Simon and Schuster. This book was released on 2022-03-15 with total page 384 pages. Available in PDF, EPUB and Kindle. Book excerpt: "Based on extensive interviews with today's . . . corporate leaders, this look at how the best CEOs do their jobs focuses on the mindsets and actions that foster an environment of excellence"--

Download or read book Great Companies Deserve Great Boards written by Beverly Behan and published by Macmillan. This book was released on 2011-05-15 with total page 190 pages. Available in PDF, EPUB and Kindle. Book excerpt: Despite the many changes in governance regulation over the past decade, few boards function as a true corporate asset to the companies they oversee. In this book, Behan offers practical advice that a CEO, Chairman or board member can introduce at the very next meeting. Boardrooms are filled with intelligent, accomplished people—yet seldom achieve their full potential and add the kind of value for the CEO, executive team and company shareholders that many boards are actually capable of. Beverly Behan draws on her experience working with more than 100 boards over the past 14 years—from major Fortune 500s to recent IPOs—offering no-nonsense insights that can take any board from mediocrity to the top of its game including establishing a constructive working relationship with your board; addressing some of the dysfunction that may lie within the board you’ve inherited, and making your board a significant asset to you, your company, and your executive team. Working with the Board of Directors is one of the most important components of any CEO’s job—and most will admit it is something they wish they knew more about. Nearly all CEOs want to change at least something about their board, yet many are unsure how to go about this in the right way. This book not only alerts the reader to common pitfalls that CEO's can make with their boards, it provides workable approaches to a tackle a variety of boardroom issues from getting new talent into the boardroom to engaging effectively with the board on strategy and succession planning.

Download or read book A History of Corporate Governance around the World written by Randall K. Morck and published by University of Chicago Press. This book was released on 2007-11-01 with total page 700 pages. Available in PDF, EPUB and Kindle. Book excerpt: For many Americans, capitalism is a dynamic engine of prosperity that rewards the bold, the daring, and the hardworking. But to many outside the United States, capitalism seems like an initiative that serves only to concentrate power and wealth in the hands of a few hereditary oligarchies. As A History of Corporate Governance around the World shows, neither conception is wrong. In this volume, some of the brightest minds in the field of economics present new empirical research that suggests that each side of the debate has something to offer the other. Free enterprise and well-developed financial systems are proven to produce growth in those countries that have them. But research also suggests that in some other capitalist countries, arrangements truly do concentrate corporate ownership in the hands of a few wealthy families. A History of Corporate Governance around the World provides historical studies of the patterns of corporate governance in several countries-including the large industrial economies of Canada, France, Germany, Italy, Japan, the United Kingdom, and the United States; larger developing economies like China and India; and alternative models like those of the Netherlands and Sweden.

Download or read book Political Power and Corporate Control written by Peter A. Gourevitch and published by Princeton University Press. This book was released on 2010-06-20 with total page 365 pages. Available in PDF, EPUB and Kindle. Book excerpt: Why does corporate governance--front page news with the collapse of Enron, WorldCom, and Parmalat--vary so dramatically around the world? This book explains how politics shapes corporate governance--how managers, shareholders, and workers jockey for advantage in setting the rules by which companies are run, and for whom they are run. It combines a clear theoretical model on this political interaction, with statistical evidence from thirty-nine countries of Europe, Asia, Africa, and North and South America and detailed narratives of country cases. This book differs sharply from most treatments by explaining differences in minority shareholder protections and ownership concentration among countries in terms of the interaction of economic preferences and political institutions. It explores in particular the crucial role of pension plans and financial intermediaries in shaping political preferences for different rules of corporate governance. The countries examined sort into two distinct groups: diffuse shareholding by external investors who pick a board that monitors the managers, and concentrated blockholding by insiders who monitor managers directly. Examining the political coalitions that form among or across management, owners, and workers, the authors find that certain coalitions encourage policies that promote diffuse shareholding, while other coalitions yield blockholding-oriented policies. Political institutions influence the probability of one coalition defeating another.

Download or read book Corporate Boards written by Jay A. Conger and published by Jossey-Bass. This book was released on 2001-04-11 with total page 240 pages. Available in PDF, EPUB and Kindle. Book excerpt: This outstanding work reveals how boards governing 21st-century organizations can change their practices and align their principles to successfully govern the organization of the new economy. The authors propose that judging a board's effectiveness should be done not in a "shareholder" context but in a "stakeholder" context instead. They couch their reforms in a framework that focuses on what determines effective governance behavior: information, knowledge, power, and rewards.They argue it is behavior, not practices that count, and look at boards from a group and an organizational perspective.

Download or read book The Deal Decade Handbook written by Margaret M. Blair and published by Brookings Institution Press. This book was released on 2010-12-01 with total page 92 pages. Available in PDF, EPUB and Kindle. Book excerpt: In this companion handbook to The Deal Decade: What Takeovers and Leveraged Buyouts mean for Corporate Governance, Margaret Blair and Girish Uppal present summary statistics and details on the corporate restructuring movement of the 1980s. The authors summarize data from private buyouts, junk bond issuances, and aggregate changes in corporate debt. They also report on the changing patterns of corporate ownership, shareholder activism, and changes in the law affecting takeovers. Finally, they put the 1980s into historical context by presenting data tracking merger and acquisition activity since 1955.

Download or read book Searching for a Corporate Savior written by Rakesh Khurana and published by Princeton University Press. This book was released on 2011-09-19 with total page 318 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate CEOs are headline news. Stock prices rise and fall at word of their hiring and firing. Business media debate their merits and defects as if individual leaders determined the health of the economy. Yet we know surprisingly little about how CEOs are selected and dismissed or about their true power. This is the first book to take us into the often secretive world of the CEO selection process. Rakesh Khurana's findings are surprising and disturbing. In recent years, he shows, corporations have increasingly sought CEOs who are above all else charismatic, whose fame and force of personality impress analysts and the business media, but whose experience and abilities are not necessarily right for companies' specific needs. The labor market for CEOs, Khurana concludes, is far less rational than we might think. Khurana's findings are based on a study of the hiring and firing of CEOs at over 850 of America's largest companies and on extensive interviews with CEOs, corporate board members, and consultants at executive search firms. Written with exceptional clarity and verve, the book explains the basic mechanics of the selection process and how hiring priorities have changed with the rise of shareholder activism. Khurana argues that the market for CEOs, which we often assume runs on cool calculation and the impersonal forces of supply and demand, is culturally determined and too frequently inefficient. Its emphasis on charisma artificially limits the number of candidates considered, giving them extraordinary leverage to demand high salaries and power. It also raises expectations and increases the chance that a CEO will be fired for failing to meet shareholders' hopes. The result is corporate instability and too little attention to long-term strategy. The book is a major contribution to our understanding of corporate culture and the nature of markets and leadership in general.

Download or read book The Oxford Handbook of Corporate Law and Governance written by Jeffrey Neil Gordon and published by Oxford University Press. This book was released on 2018 with total page 1217 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.

Download or read book Corporate Governance and Leadership written by Monique Cikaliuk and published by Cambridge University Press. This book was released on 2020-08-27 with total page 153 pages. Available in PDF, EPUB and Kindle. Book excerpt: This Element deals with leadership and governance of corporations from the point of view of the board. We expand our understanding of board leadership by focusing on the modern company as a legal person comprised of a capital fund and the relationships among directors, shareholders, management and stakeholders. We propose a model which integrates insights from the fields of leadership and corporate governance and establishes a theoretical link illustrated by empirical findings in three intersections: team leadership on the board, the chair's leadership of the board, and strategic leadership by the board. We maintain this integrative model provides a powerful means to further an understanding of the board as the nexus of leadership and governance. We close this Element by identifying the new research directions that our integrative model opens up. We also identify the implications for practice for those who either serve on boards or provide support to them.

Download or read book OECD Principles of Corporate Governance written by OECD and published by OECD Publishing. This book was released on 1999-10-06 with total page 42 pages. Available in PDF, EPUB and Kindle. Book excerpt: These principles of corporate governance, endorsed by the OECD Council at Ministerial level in 1999, provide guidelines and standards to insure inclusion, accountability and abilit to attract capital.

Download or read book Boards That Deliver written by Ram Charan and published by John Wiley & Sons. This book was released on 2011-03-31 with total page 220 pages. Available in PDF, EPUB and Kindle. Book excerpt: Finally, a book that brings the vision of truly good governance down to earth. Ram Charan, expert in corporate governance and best-selling author, packs this book with useful tools and techniques to take boards and their companies to a higher level of performance. Charan puts his finger on a growing problem for boards: the disconnect between directors' efforts and their results. The added time and attention boards invest is not translating into better governanceâ??that is, governance that adds value to the business. Boards That Deliver gets beyond the rhetoric of corporate governance reform. It captures the tried-and-true practices used by high-performance boards. In contrast to experts who base prescriptions on number-crunching exercises, Charan identifies the real problems that drain directors' time and suppress their best judgmentsâ??and explains clearly and succinctly how boards can solve those problems. These battle-tested solutions help boards achieve what rules and regulations alone cannotâ??to get succession right, refine a winning strategy, and design a rational CEO compensation package. Good governance requires leadership. Boards That Deliver is the no-nonsense guide for directors and CEOs who are rising to the leadership challenge to make their boards a competitive advantage.

Download or read book Corporate Governance written by Robert A. G. Monks and published by Wiley-Blackwell. This book was released on 2003-12-19 with total page 584 pages. Available in PDF, EPUB and Kindle. Book excerpt: In the wake of the dramatic series of corporate meltdowns: Enron; Tyco; Adelphia; WorldCom; the timely new edition of this successful text provides students and business professionals with a welcome update of the key issues facing managers, boards of directors, investors, and shareholders. In addition to its authoritative overview of the history, the myth and the reality of corporate governance, this new edition has been updated to include: analysis of the latest cases of corporate disaster; An overview of corporate governance guidelines and codes of practice in developing and emerging markets new cases: Adelphia; Arthur Andersen; Tyco Laboratories; Worldcom; Gerstner's pay packet at IBM Once again in the new edition of their textbook, Robert A. G. Monks and Nell Minow show clearly the role of corporate governance in making sure the right questions are asked and the necessary checks and balances in place to protect the long-term, sustainable value of the enterprise. A CD-ROM containing a comprehensive case study of the Enron collapse, complete with senate hearings and video footage, accompanies the text. Further lecturer resources and links are available at www.blackwellpublishing.com/monks

Download or read book The Handbook of the Economics of Corporate Governance written by Benjamin Hermalin and published by Elsevier. This book was released on 2017-09-18 with total page 762 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Handbook of the Economics of Corporate Governance, Volume One, covers all issues important to economists. It is organized around fundamental principles, whereas multidisciplinary books on corporate governance often concentrate on specific topics. Specific topics include Relevant Theory and Methods, Organizational Economic Models as They Pertain to Governance, Managerial Career Concerns, Assessment & Monitoring, and Signal Jamming, The Institutions and Practice of Governance, The Law and Economics of Governance, Takeovers, Buyouts, and the Market for Control, Executive Compensation, Dominant Shareholders, and more. Providing excellent overviews and summaries of extant research, this book presents advanced students in graduate programs with details and perspectives that other books overlook. - Concentrates on underlying principles that change little, even as the empirical literature moves on - Helps readers see corporate governance systems as interrelated or even intertwined external (country-level) and internal (firm-level) forces - Reviews the methodological tools of the field (theory and empirical), the most relevant models, and the field's substantive findings, all of which help point the way forward

Download or read book The Outsiders written by William Thorndike and published by Harvard Business Press. This book was released on 2012 with total page 274 pages. Available in PDF, EPUB and Kindle. Book excerpt: It's time to redefine the CEO success story. Meet eight iconoclastic leaders who helmed firms where returns on average outperformed the S&P 500 by more than 20 times.

Download or read book An International Comparison of Corporate Governance Models written by Gregory Francesco Maassen and published by Gregory Maassen. This book was released on 1999 with total page 228 pages. Available in PDF, EPUB and Kindle. Book excerpt: