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This book is the first to present a comprehensive framework of the theory and practice of corporate governance and business ethics by focusing on the four cornerstones promoted by the AACSB. Readers will quickly gain an understanding of the main themes, perspectives, frameworks, concepts, and issues pertaining to corporate governance and business ethics from historical, global, institutional, commercial, best practices, and regulatory perspectives. Additionally, there is also complete coverage of all oversight functions of corporate governance.
Part One Private Enterprise and Public Trust.
Chapter 1. The Free Market System and Business.
The Free Enterprise System and Capital Markets.
Public Trust and Investor Confidence.
The Role and Responsibility of Business in Society.
The First Tier: Investors.
The Second Tier: Creditors.
The Third Tier: Others.
The Role of Financial Information in the Capital Markets.
Introduction to Corporate Governance.
Corporate Culture and Integrity.
Introduction to Business Ethics.
Classroom Implications of this Book.
Chapter 2. Corporate Governance.
Definition of Corporate Governance.
Aspects of Corporate Governance.
Corporate Governance Structure.
Corporate Governance Principles.
Corporate Governance Functions.
Corporate Governance Mechanisms.
Sources of Corporate Governance.
The Federal Securities Laws.
Corporate Governance Reforms.
Sarbanes-Oxley Act of 2002.
Corporate Governance Rating.
Corporate Governance Reporting.
Global Convergence in Corporate Governance.
Differences between U.S. and European Models of Corporate Governance.
Chapter 3. Introduction to Business Ethics.
Ethics in the Workplace.
Triangle of Business Ethics.
SEC Rules on Corporate Code of Ethics.
Ethics Teaching in Business Schools.
Ethics in Institutions of Higher Education.
Reporting Business Ethics and Conduct.
Financial Reporting Integrity.
Organizational Drivers of Integrity in Reporting.
Part Two Roles and Responsibilities of Corporate Governance Participants.
Chapter 4. Board of Directors' Roles and Responsibilities.
Role of the Board of Directors.
Fiduciary Duties of the Board of Directors.
Duty of Due Care.
Duty of Loyalty.
Duty of Good Faith.
Duty to Promote Success.
Duty to Exercise Diligence, Independent Judgment, and Skill.
Duty to Avoid Conflicts of Interest.
Fiduciary Duties and Business Judgment Rules.
One-Tier Board Model.
Two-Tier Board Model.
Modern Board Model.
Director Education and Evaluation.
Effective Corporate Boards.
Chapter 5. Board Committee Roles and Responsibilities.
Relevance of Board Committees.
Definition of the Audit Committee.
Audit Committee Relationships with Other Corporate Governance Participants.
Historical Perspectives on Audit Committees.
Audit Committee Principles.
Audit Committee Composition.
Audit Committee Size.
Audit Committee Independence.
Audit Committee Authority/Resources.
Audit Committee Responsibility.
Audit Committee Meetings.
Audit Committee Agenda.
Audit Committee Reporting.
Legal Liability of Audit Committees.
Evaluation of Audit Committee Effectiveness.
Audit Committee Evaluation of External Auditors.
Proxy Statement Disclosure.
Compensation Committee Responsibilities.
Corporate Governance Committee.
Responsibilities of the Corporate Governance Committee.
Corporate Governance Reporting/Disclosures.
Responsibilities of the Nominating Committee.
Selection, Nomination, and Election of New Directors.
Election of Directors.
Reelection of Incumbent Directors.
Succession Planning Process.
Nominating Committee Disclosures.
Other Board Standing Committees.
Chapter 6. Roles and Responsibilities of Management.
Financial Reporting Process.
Chief Executive Officer.
Chief Financial Officer.
Corporate Development Officer.
Chief Risk Officer.
Chief Internal Control Officer.
Components of Executive Compensation.
Executive Compensation Disclosure.
Financial Reporting Requirements.
Small Reporting Companies.
Financial Reporting Challenges.
Off Balance Sheet Arrangements Disclosures.
Aggregate Contractual Commitments.
Disclosure of Critical Accounting Policies.
Initial Adoption of Accounting Policies.
Disclosure of Changes in Existing Accounting Policies.
Acceleration of Periodic Report Filing Dates and Real-Time Disclosures.
Non-GAAP Financial Measures.
Voluntary Changes in Accounting Policies.
Accounting Pensions and Other Postemployment Benefits.
Principles-Based versus Rules-Based Accounting Standards.
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