Corporate governance : accountability, enterprise, and international comparisons

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Publication Information:

Hoboken, NJ : Wiley, 2005

ISBN:

9780470870303

Subject Term:

Corporate governance -- Cross-cultural studies

Corporations -- Finance -- Cross-cultural studies

Added Author:

Keasey, Kevin

Thompson, Steve (R. S.)

Wright, Mike, 1952-

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Library	Item Barcode	Call Number	Material Type	Item Category 1	Status
Searching... PSZ JB	30000010078440	HD2741 C77 2005	Open Access Book	Book	Searching... Unknown

The decade since the publication of the Cadbury Report in1992 has seen growing interest in corporate governance. This growth has recently become an explosion with major corporate scandals such as WorldCom and Enron in the US, the international diffusion of corporate governance codes and wider interest in researching corporate governance in different institutional contexts and through different subject lenses.

In view of these developments, this book will be a rigorous update and development of the editor's earlier work, Corporate Governance: Economic, Management and Financial Issues . Each chapter, written by an expert in the subject offers a high level review of the topic, embracing material from financial accounting, strategy and economic perspectives.

Author Notes

Kevin Keasey is Professor of Finance and the Director of the International Institute of Banking and Financial Services, Leeds University Business School, The University of Leeds. Kevin is an author of 10 books, monographs and edited volumes on small firm finance, corporate governance and financial markets, and is the author of over 75 refereed articles in leading international journals. His research covers a range of disciplinary perspectives and methodologies from the empirical to the experimental.

Steve Thompson is currently a professor in Nottingham University Business School, having previously held positions in economics departments and business schools in the UK, the USA and Ireland. He has published approximately 100 articles in economics and business journals that include Review of Ecomomics and Statistics, European Economic Review, Journal of Monetary Economics, Journal of Industrial Economics, Strategic Management Journal, and the Journal of Management Studies

Mike Wright is Professor of Financial Studies and Director of the Centre for Management Buy-out Research at Nottingham University Business School. He is a visiting professor at INSEAD, Erasmus University and University of Siena and an editor of Journal of Management Studies . He is the author of over 25 books and more than 200 papers in academic journals in the areas of corporate governance and restructuring, venture capital, management buy-outs and entrepreneurship.

Kevin Keasey and Steve Thompson and Mike WrightKevin Keasey and Helen Short and Mike WrightRobert Watson and Mahmoud EzzamelHelen Short and Kevin KeaseyMahmoud Ezzamel and Robert WatsonAlistair Bruce and Trevor BuckRocio Bonet and Martin J. ConyonNoel O'Sullivan and Pauline WongCatherine M. Dalton and Patricia P. McDougall and Jeffrey G. Covin and Dan R. DaltonMike Wright and Steve Thompson and Andrew BurrowsMark J. RoeDiane K. Denis and John J. McConnellMarc Goergen and Miguel C. Manjon and Luc RenneboogWilliam P. Wan and Robert E. Hoskisson and Hicheon Kim and Daphne YiuMary O'SullivanGuy S. Liu and Pei SunMike Wright and Trevor Buck and Igor Filatotchev

About the contributors	p. xi
1 Introduction	p. 1
Introduction	p. 1
Alternative perspectives on corporate governance	p. 2
Background to corporate governance reform	p. 4
Governance reforms: the early days	p. 5
New perspectives from the 1990s	p. 7
The volume's contents	p. 8
Notes	p. 17
References	p. 18
2 The Development of Corporate Governance Codes in the UK	p. 21
Introduction	p. 21
Corporate governance in the UK - definitions and framework	p. 22
The evolution of policy recommendations - from Cadbury to Hampel	p. 23
The evolution of governance policy - from Combined Code I to Combined Code II	p. 34
Overview of policy evolution	p. 40
Conclusion	p. 42
Notes	p. 42
References	p. 42
3 Financial Structure and Corporate Governance	p. 45
Introduction	p. 45
Capital structure and financial risk	p. 48
Does capital structure matter?	p. 50
The agency costs of debt	p. 51
Employees as residual claimants	p. 56
Notes	p. 58
References	p. 59
4 Institutional Shareholders and Corporate Governance in the UK	p. 61
Introduction	p. 61
Institutional shareholdings in the UK	p. 63
General overview of the objectives and incentives of institutions	p. 65
The willingness and ability of institutions to intervene in the governance of corporations	p. 70
Methods of intervention	p. 80
Governance by institutional shareholders: empirical evidence	p. 84
Summary and conclusions	p. 90
Notes	p. 92
References	p. 93
5 Boards of Directors and the Role of Non-executive Directors in the Governance of Corporations	p. 97
Introduction	p. 97
The corporate form, governance and the board of directors	p. 99
The UK's governance by disclosure	p. 104
Conclusions	p. 112
Notes	p. 112
References	p. 113
6 Executive Pay and UK Corporate Governance	p. 117
Introduction	p. 117
Executive pay and corporate governance in the UK: an overview	p. 119
The empirical analysis of executive pay	p. 120
Executive pay evolution in the UK	p. 123
Performance indicator(s)	p. 128
Further discretionary elements in LTIP design	p. 131
Mix of remuneration components	p. 132
Disclosure	p. 132
Conclusions	p. 133
References	p. 134
7 Compensation Committees and Executive Compensation: Evidence from Publicly Traded UK Firms	p. 137
Introduction	p. 137
Compensation committees and executive pay	p. 138
Prior literature	p. 140
New data and results	p. 144
Discussion and conclusion	p. 149
Notes	p. 151
References	p. 153
8 The Governance Role of Takeovers	p. 155
Introduction	p. 155
Takeovers and company performance	p. 156
The likelihood of takeover success	p. 158
Post-acquisition performance	p. 164
Management turnover subsequent to takeover	p. 171
The consequences of takeover failure	p. 172
Conclusions	p. 174
References	p. 176
9 Governance and Strategic Leadership in Entrepreneurial Firms	p. 183
Introduction	p. 183
Governance and strategic leadership do matter	p. 185
CEOs/Founders	p. 186
CEO duality	p. 190
Top management teams	p. 191
Boards of directors	p. 193
Venture capitalists	p. 194
Discussion: an opportunity lost	p. 196
Conclusion	p. 199
References	p. 200
10 Corporate Governance: The Role of Venture Capitalists and Buy-outs	p. 207
Introduction	p. 207
Theoretical issues	p. 208
Empirical evidence	p. 215
Conclusions	p. 227
Notes	p. 227
References	p. 228
11 Explaining Western Securities Markets	p. 235
Introduction	p. 235
The argument: corporate law as propelling diffuse ownership	p. 237
Corporate law's limits	p. 239
Data: political variables as the strongest predictor of ownership separation	p. 243
Conclusion: politics and corporate law as explanations for securities markets	p. 246
Notes	p. 247
References	p. 248
12 International Corporate Governance	p. 251
Introduction	p. 251
First generation international corporate governance research	p. 255
Second generation international corporate governance research	p. 267
Convergence in corporate governance systems	p. 272
Conclusion and directions for future research	p. 275
Notes	p. 277
References	p. 278
13 Corporate Governance in Germany	p. 285
Introduction	p. 285
Ownership and control	p. 286
Internal corporate governance mechanisms	p. 303
External corporate governance mechanisms	p. 306
The recent evolution of corporate governance regulation and stock exchange structures	p. 311
Conclusion	p. 315
Notes	p. 316
References	p. 319
14 Network Opportunities and Constraints in Japan's Banking Industry: A Social Exchange Perspective on Governance	p. 327
Introduction	p. 327
Japan's main bank system	p. 329
A social exchange approach to Japan's banking networks	p. 331
Opportunities and constraints in Japan's banking networks	p. 333
Implications and conclusion	p. 343
Notes	p. 347
References	p. 347
15 Analysing Change in Corporate Governance: The Example of France	p. 351
Introduction	p. 351
Understanding systems of corporate governance	p. 353
The ownership and financing of French corporations	p. 355
Implications for French corporate governance	p. 369
The role of structure in corporate governance	p. 378
Conclusion	p. 384
Notes	p. 384
References	p. 385
16 Ownership and Control of Chinese Public Corporations: A State-dominated Corporate Governance System	p. 389
Introduction	p. 389
Overview of the Chinese corporate governance system	p. 390
Ultimate ownership, intermediate shareholding classes, and their relation to corporate performance	p. 393
The evolution of ownership and control and its determinants	p. 402
Concluding remarks	p. 409
Notes	p. 410
References	p. 412
17 Corporate Governance in Transition Economies	p. 415
Introduction	p. 415
Corporate governance and differing privatisation approaches in transition economies	p. 416
Corporate governance in transition economies	p. 418
Post-privatisation governance	p. 423
Studies of the effects of different ownership and governance forms	p. 431
Conclusions	p. 438
Notes	p. 439
References	p. 440
Index	p. 445

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