International Standardisation of Good Corporate Governance: Best Practices for the Board of Directors

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Springer Science & Business Media, Jan 31, 1999 - Business & Economics - 237 pages
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In International Standardisation of Good Corporate Governance - Best Practices for the Board of Directors the Academy of Directors (AoD) presents a multidisciplinary approach for the governance of a company.
The AoD also aims to use the interaction between the academic and the business world to change the environment in which companies work. This task is realised in different ways: by conducting applied scientific research, creating a large pool of professional experience and networking within the AoD, confronting these research results with the practical experience of the members, publishing these results, and organising training programmes. The AoD therefore collaborates very closely with the academic world. The Vlerick School of Management was the co-founder of the AoD, together with a great number of national and international business partners. The foundation of the AoD goes back to the initiative of its president, Mr. L.H. Verbeke (Loeff Claeys Verbeke). He was convinced that the increasing international interest in corporate governance would also affect Belgian companies, but that there was a need for an `indigenous coherent' view of corporate governance. Being at the cross-roads of different cultures and languages and at the same time being a very open economy, Belgium could not simply copy another country's code on good corporate governance. Therefore the initiative was taken to set up a broad international overview of the best practices for the board of directors, which is presented in this volume.
This analysis is not only oriented towards the `famous' codes but aims to highlight as well the practical applications and problems faced in implementing these suggestions. Consequently special attention is given to the best practices for family businesses and medium-sized companies.
 

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Contents

INTRODUCTORY CONSIDERATIONS REGARDING
1
Standardisation regarding Corporate Governance?
11
in search of a useful definition
19
Corporate Governance in a historical perspective
27
Corporate Governance in a geographical perspective
39
CORPORATE GOVERNANCE STANDARDS
51
Management versus Board of Directors
59
Independence of directors
65
DETAILED ANALYSIS OF THE INTERNATIONAL COMPARISON OF THE CORPORATE GOVERNANCE CODES STANDARDS AND RECOM...
109
Background to sources
111
Type of recommendations and enforceability
123
Management versus Board of Directors
131
CEO versus chairman of the Board
134
Independence of Directors
141
What is the ideal mix ? How many independent directors?
148
What is the significance of independent directors?
152

Other provisions concerning the composition of the Board
75
Education and training
81
Evaluation of Board of Directors
92
Number of meetings
93
What is on the agenda and who determines this?
94
Preparation of board meetings and information for directors
95
Remuneration of directors
96
Disclosure
97
Liability of directors
99
Committees within the Board of Directors
101
Basis principles which apply to all committees
102
Which committees and which tasks?
103
Who sits on these committees?
106
Frequency of meetings
107
Other provisions regarding the composition of the Board of
155
Selection appointment and dismissal of directors
158
Selection profiles identification and training of directors
162
Duration and number of offices age limit and reeligibility of directors
168
Special functions within the Board of Directors
172
Operation of the Board of Directors
173
Procedures organisation and operation of Board of Directors
183
Voting
186
Number of meetings
188
Committees within the Board of Directors
205
BIBLIOGRAPICAL REFERENCES
227
INDEX
235
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