Corporate Governance

ERIK BANKS has held senior risk management positions at several global financial institutions, including Partner and Chief Risk Officer of Bermuda reinsurer XL Capital's derivatives subsidiary, and Managing Director of Corporate Risk Management at Merrill Lynch, where he spent 13 years managing credit risk, market risk and risk analytics/technology teams in Tokyo, Hong Kong, London and, latterly, New York. He received early bank training at Citibank and Manufacturers Hanover, and is the author of a dozen books on risk management, emerging markets, derivatives, alternative risk transfer, merchant banking, and electronic finance.

• Introduction PART I: THE FUNCTION OF CORPORATE GOVERNANCE Governance Defined The Unique Structure of Corporations Accountability and the Need for Corporate Governance Elements of Governance Corporate Accountability The Role of Board Directors and Executive Management The Role of Financial Control, Risk Management and Internal Audit The Role of Legal Counsel External Accountability The Role of Regulators The Role of Rating Agencies The Role of External Auditors Protecting Internal and External Stakeholders Employees and Retirees Shareholders Creditors PART II: CORPORATE GOVERNANCE PROBLEMS: COMMON FAILURES IN THE GOVERNANCE PROCESS Failure of Board Directors and Executive Management Failure of Internal Controls Failure of Corporate Policies Failure of External Controls The Impact of Governance Problems on Corporate Operations Reputational Damage Early Financial Problems Growing Financial Distress Studies in Flawed Governance Governance Problems in Practice PART III: CORPORATE GOVERNANCE REFORMS Strengthening the Governance Process Internal Reforms External Reforms Improving Corporate Ethics Defining and Enforcing Ethical Corporate Behaviour Aligning Internal and External Stakeholder Interests in Practice Summary and Conclusions The Future of Corporate Governance References and Index