What Is Corporate Governance?

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A comprehensive overview of one of today's most important and controversial topics

The need for sound corporate governance is the #1 item on many people's agendas today, from corporate directors and decision makers to investors looking to shield themselves from the next Enron-type disaster. But what exactly constitutes sound governance? And what should directors and managers do to ensure they can meet their governance responsibilities--whether legal, moral, or both?

What Is Corporate Governance? provides readers with concise yet comprehensive coverage of this hot-button subject. Following the reader-friendly format of McGraw- Hill's highly successful What Is . . . series, this one-stop overview of corporate governance features:

  • Explanations of the laws and regulations that apply to corporate governance
  • Insights into the duties--and liabilities--of corporate directors
  • Discussion of the impact of Sarbanes-Oxley on corporate governance issues
 

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Contents

Chapter 2 The Legal Obligations of Directors
7
Chapter 3 Getting and Keeping an Effective Board
19
Chapter 4 How an Effective Board Organizes Its Work
31
Chapter 5 The BoardCEO Relationship
47
Chapter 6 CEO Compensation
57
Chapter 7 The Boards Role in Management
69
SarbanesOxley Act and Stock Exchange Rules
79
Chapter 9 How Directors and Boards Get into Trouble
87
Index
97
About the Authors
102
Copyright

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Page 14 - The business judgment rule is a "presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.
Page 9 - The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation.
Page 14 - A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
Page 40 - Internal control is broadly defined as a process, effected by an entity's board of directors, management and other personnel, designed to provide reasonable assurance regarding the achievement of objectives in the following categories: • Effectiveness and efficiency of operations. • Reliability of financial reporting. • Compliance with applicable laws and regulations.
Page 81 - independent" unless the board of directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).
Page 10 - May take into account ethical considerations that are reasonably regarded as appropriate to the responsible conduct of business; and (3) May devote a reasonable amount of resources to public welfare, humanitarian, educational, and philanthropic purposes.

About the author (2004)

John L. Colley Jr., Jacqueline L. Doyle, George Logan, and Wallace Stettinius are faculty members at the University of Virginia's Darden Graduate School of Business Administration. Other titles from these authors include Corporate Strategy (with Robert D. Hardie) and Corporate Governance.

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