Fundamentals of Corporate Governance

Professor Thomas Clarke is a Fellow of the Royal Society of Arts (FRSA) and international corporate governance expert. He is a former editor for governance and sustainability of the Journal of Business Ethics a FTSE 50 journal. He is the editor of The Sage Handbook of Corporate Governance, and an editor of The Oxford Handbook of the Corporation. He is editor of the Cambridge University Elements in Corporate Governance book series which features works on corporate purpose and sustainability. He contributed to the formulation of the OECD Principles of Corporate Governance (1999). He conducted the 2012 Census of Women in Leadership for the Australian Government, launched by Governor-General Quentin Bryce. He is the Inaugural Sir Adrian Cadbury Scholar of the International Corporate Governance Network (ICGN) that represents $54 trillion institutional investor funds. His current research interests include the pivot towards corporate sustainability including integrating targets and measures, progress towards decarbonisation, and the circular economy. He conducted pioneering research on cooperative enterprise at Warwick University and later published the first critical works on the process of privatization at St Andrews University in the UK. He was awarded the first funded chair in Corporate Governance at Leeds Business School in 1992, and became a foundation Professor of Management at the China Europe International Business School (CEIBS) in Shanghai, a joint venture of the European Foundation for Management Development (EFMD) and Shanghai Jia Tong University. He taught on Institute of Director programs in the UK and contributed to the development of AICD programs in Australia where he is Emeritus Professor at UTS Sydney. He has held Visiting Professorships at the University of Paris, Dauphine; University of Toulouse and ESC Lille, France; University of Geneva, Switzerland; FGV Business School, Sao Paulo, Brazil; and UAM Business School, Mexico City.

Volume One Ownership and Control Introduction The Fundamentals of Corporate Governance PART ONE: THE DIMENSIONS OF CORPORATE GOVERNANCE The Ideology of Corporate Governance - R I Tricker The Semantics of Governance - R Apreda Corporate Social Responsibility - A Cadbury Corporate Governance - Shann Turnbull Theories, Challenges and Paradigms Institutionalizing Codes of Governance - A Enrione et al PART TWO: THE SEPARATION OF OWNERSHIP AND CONTROL IN THE UNITED STATES Corporate Ownership and Control - M Zeitlin The Large Corporation and the Capitalist Class Ownership Organization and Firm Performance - D L Kang and A B Sorensen Who Controls Us? - Y Gadhoum et al PART THREE: THE SEPARATION OF OWNERSHIP AND CONTROL AROUND THE WORLD The Separation of Ownership and Control in East Asian Corporations - S Claessens et al The Ultimate Ownership of Western European Corporations - M Faccio and L H P Lang The Role of Oligarchs in Russian Capitalism - S Guriev and A Rachinsky PART FOUR: FAMILY OWNERSHIP Corporate Governance and Competitive Advantage in Family-Controlled Firms - M Carney PART FIVE: INSTITUTIONAL INVESTORS: REUNITING OWNERSHIP AND CONTROL The Emergence of Universal Owners - J Hawley and A Williams Institutional Investors, Corporate Governance and the Performance of the Corporate Sector - E P Davis The Antecedents of Institutional Investor Activism - L V Ryan and M Schneider How to Return Corporate America to Its Owners - J Bogle Owners of the World Unite! Volume Two Boards and Directors PART SIX: THE CONTEST FOR CONTROL: BOARDS AND DIRECTORS Who Controls Whom? An Examination of the Relation between Management and Boards of Directors in Large American Corporations - M S Mizruchi Internal and External Governance Mechanisms - C Weir et al Their Impact on the Performance of Large UK Public Companies Shareholder Activism - J M Loring and C K Taylor Directional Responses to Investors' Attempts to Change the Corporate Governance Landscape Alternative Internal Controls as Substitutes of the Board of Directors - C Fernandez and R Arrondo The Composition of Boards of Directors and Strategic Control - B Baysinger and R Hoskisson Effects on Corporate Strategy The Strategic Role of the Board - P Stiles and B Taylor PART SEVEN: MAINTAINING BALANCE: THE ROLE OF THE CHAIR The Chairman and the Chief Executive - Sir A Cadbury Independence of the Chairman and Board Composition - J W Coles and W Hesterly Firm Choices and Shareholder Value PART EIGHT: THE STRUGGLE FOR INDEPENDENCE: NON-EXECUTIVE DIRECTORS Do Independent Directors Add Value? - Z Matolcsy, D Stokes and A Wright Beyond Agency Conceptions of the Work of the Non-Executive Director - J Roberts et al Creating Accountability in the Boardroom Beyond 'Independent' Directors - Editor A Functional Approach to Board Independence PART NINE: DEVOLVING POWER: NOMINATION AND SUCCESSION COMMITTEES Contextual Influences on Executive Selection - J P Guthrie and D Datta Firm Characteristics and CEO Experience The Determinants and Effects of Board Nomination Committees - W Ruigrok et al PART TEN: EVALUATING EXECUTIVES: THE REMUNERATION COMMITTEE Board Control, Remuneration Committees and Top Management Compensation - M J Conyon and S I Peck How Independent Is Your Compensation Committee? - R E Wood Developments in Remuneration Policy - A R Goobey Evaluating and Monitoring CEO Performance - M J Epstein and M-J Roy Evidence from U S Compensation Committee Reports PART ELEVEN: INTERNAL CONTROL: THE AUDIT COMMITTEE Ceremonies of Governance - L F Spira Perspectives on the Role of the Audit Committee The Corporate Governance Effects of Audit Committees - S Turley and M Zaman Corporate Governance Reforms - S C Vera-Munoz Redefined Expectations of Audit Committee Responsibilities and Effectiveness Volume Three Executives and Performance PART TWELVE: AGENCY DILEMMAS Agency Problems and the Theory of the Firm - E F Fama Liquidity versus Control - J C Coffee Jr The Institutional Investor as Corporate Monitor Enron - B Arnold and P de Lange An Examination of Agency Problems Corporate Governance and New Organizational Forms - J Child and S B Rodrigues Issues of Double and Multiple Agency PART THIRTEEN: FIRM PERFORMANCE Board of Directors, Market Discipline and Firm Performance - R Bozec Top Management Teams, Strategy and Financial Performance - S T Certo et al A Meta-Analytic Examination PART FOURTEEN: EXECUTIVE COMPENSATION I: CENTRAL CONCERNS Power and Pay - G M Elhagrasey et al The Politics of CEO Compensation Corporate Governance Reform and CEO Compensation - E Matsumura and J Shin Intended and Unintended Consequences Executive Compensation and Incentives - M J Conyon PART FIFTEEN: EXECUTIVE COMPENSATION II: CURRENT CONTROVERSIES Yes, Managers Should Be Paid Like Bureaucrats - B S Frey and M Osterloh Pay without Performance - Lucian Arye Bebchuk and Jesse M Fried Overview of the Issues Executive Pensions - Lucian Arye Bebchuk and Robert J Jackson PART SIXTEEN: CEO POWER Political Dynamics and the Circulation of Power - W Ocasio CEO Succession in U S Industrial Corporations 1960-1990 Power and the Japanese CEO - A Bird New CEOs and Corporate Strategic Refocusing - G Bigley and M Wieserma How Experience as Heir Apparent Influences the Use of Power Powerful CEOs and Their Impact on Corporate Performance - R B Adams et al Volume Four Stakeholders and Sustainability PART SEVENTEEN: THE ENGAGEMENT OF INSTITUTIONAL INVESTORS Pension Fund Corporate Engagement - G L Clark and T Hebb The Fifth Stage of Capitalism Holders of the Purse Strings - M Useem and O S Mitchell Governance and Performance of Public Retirement Systems The Ethical Undercurrents of Pension Fund Management - Ryan L Verstegen and B Dennis Establishing a Research Agenda With Friends Like These, Who Needs Enemies? The Structure of the Investment Industry and Its Reluctance to Exercise Governance Oversight - A M Clearfield The Economic Inefficiency of Secrecy - T Hebb Pension Fund Investors' Corporate Transparency Concerns PART EIGHTEEN: THE ACTIVISM OF INSTITUTIONAL INVESTORS Legal Reform and Shareholder Activism by Institutional Investors in Japan - T Seki Institutional Ownership and Corporate Social Performance - D O Neubaum and S A Zahra The Moderating Effects of Investment Horizon, Activism and Co-Ordination Shaping the Shareholder Activism Agenda - W T Proffitt and A Spicer Institutional Investors and Global Social Issues PART NINETEEN: GOVERNANCE AND EMPLOYEES From Industrial Relations to Investor Relations? Persistence and Change in Japanese Corporate Governance, Employment Practices and Industrial Relations - I Takeshi Firm-Specific Human Capital and Theories of the Firm - M M Blair Labor's Role in the American Corporate Governance Structure - M O'Connor Corporate Governance and Workers' Participation - R Goodijk Corporate Governance Reforms, Labor Law Developments and the Future of Japan's Practice-Dependent Stakeholder Model - T Araki PART TWENTY: CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility - P Redmond An Overview A New Politics of Engagement - A O'Rourke Shareholder Activism for Corporate Social Responsibility Corporate Social Responsibility Theories - E Garriga and D Mel[ac]e Mapping the Territory The Complementarity between Corporate Governance and Corporate Social Responsibility - A Beltratti PART TWENTY-ONE: CORPORATE SUSTAINABILITY Corporate Governance and Climate Change - D G Cogan Making the Connection Framework for Understanding International Collective Action for Climate Change - N Stern