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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.
Contents
Part One Private Enterprise and Public Trust.
Chapter 1. The Free Market System and Business.
Introduction.
Primary Objectives.
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.
Corporate Accountability.
Introduction to Business Ethics.
Classroom Implications of this Book.
Summary.
Key Terms.
Review Questions.
Discussion Questions.
Notes.
Chapter 2. Corporate Governance.
Introduction.
Primary Objectives.
Definition of Corporate Governance.
Aspects of Corporate Governance.
Shareholder Aspect.
Stakeholder Aspect.
Integrated Aspect.
Corporate Governance Structure.
Corporate Governance Principles.
Corporate Governance Functions.
Corporate Governance Mechanisms.
Sources of Corporate Governance.
Corporate Laws.
The Federal Securities Laws.
Listing Standards.
Best Practices.
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.
Summary.
Key Terms.
Review Questions.
Discussion Questions.
Notes.
Chapter 3. Introduction to Business Ethics.
Introduction.
Primary Objectives.
Ethical Theories.
Ethics in the Workplace.
Business Ethics.
Corporate Culture.
Incentives.
Opportunity.
Choices.
Triangle of Business Ethics.
Ethics Sensitivity.
Ethics Incentives.
Ethical Behavior.
SEC Rules on Corporate Code of Ethics.
Listing Standards.
Ethics Teaching in Business Schools.
Ethics in Institutions of Higher Education.
Professional Ethics.
Reporting Business Ethics and Conduct.
Financial Reporting Integrity.
Organizational Drivers of Integrity in Reporting.
Summary.
Key Terms.
Review Questions.
Discussion Questions.
Notes.
Part Two Roles and Responsibilities of Corporate Governance Participants.
Chapter 4. Board of Directors' Roles and Responsibilities.
Introduction.
Primary Objectives.
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.
Board Committees.
Audit Committee.
Compensation Committee.
Governance Committee.
Nominating Committee.
Disclosure Committees.
Special Committee.
Board Models.
One-Tier Board Model.
Two-Tier Board Model.
Modern Board Model.
Board Characteristics.
Board Leadership.
CEO Duality.
Lead Director.
Board Composition.
Board Authority.
Responsibilities.
Resources.
Board Independence.
Director Compensation.
Board Selection.
Director Education and Evaluation.
Board Accountability.
Effective Corporate Boards.
Director Liability.
Summary.
Key Terms.
Review Questions.
Discussion Questions.
Notes.
Chapter 5. Board Committee Roles and Responsibilities.
Introduction.
Primary Objectives.
Relevance of Board Committees.
Audit Committee.
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.
Member Qualifications.
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.
Compensation Committee.
Structure.
Responsibilities.
Proxy Statement Disclosure.
Compensation Committee Responsibilities.
Corporate Governance Committee.
Responsibilities of the Corporate Governance Committee.
Corporate Governance Reporting/Disclosures.
Nominating Committee.
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.
Summary.
Key Terms.
Review Questions.
Discussion Questions.
Notes.
Chapter 6. Roles and Responsibilities of Management.
Introduction.
Primary Objectives.
Management Responsibilities.
Operating Process.
Financial Reporting Process.
Compliance Process.
Corporate Officers.
Chief Executive Officer.
Chief Financial Officer.
Corporate Development Officer.
Chief Risk Officer.
Chief Internal Control Officer.
Executive Compensation.
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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