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 OneOwnership and ControlIntroductionThe Fundamentals of Corporate GovernancePART ONE: THE DIMENSIONS OF CORPORATE GOVERNANCEThe Ideology of Corporate Governance - R I TrickerThe Semantics of Governance - R ApredaCorporate Social Responsibility - A CadburyCorporate Governance - Shann TurnbullTheories, Challenges and ParadigmsInstitutionalizing Codes of Governance - A Enrione et alPART TWO: THE SEPARATION OF OWNERSHIP AND CONTROL IN THE UNITED STATESCorporate Ownership and Control - M ZeitlinThe Large Corporation and the Capitalist ClassOwnership Organization and Firm Performance - D L Kang and A B SorensenWho Controls Us? - Y Gadhoum et alPART THREE: THE SEPARATION OF OWNERSHIP AND CONTROL AROUND THE WORLDThe Separation of Ownership and Control in East Asian Corporations - S Claessens et alThe Ultimate Ownership of Western European Corporations - M Faccio and L H P LangThe Role of Oligarchs in Russian Capitalism - S Guriev and A RachinskyPART FOUR: FAMILY OWNERSHIPCorporate Governance and Competitive Advantage in Family-Controlled Firms - M CarneyPART FIVE: INSTITUTIONAL INVESTORS: REUNITING OWNERSHIP AND CONTROLThe Emergence of Universal Owners - J Hawley and A WilliamsInstitutional Investors, Corporate Governance and the Performance of the Corporate Sector - E P DavisThe Antecedents of Institutional Investor Activism - L V Ryan and M SchneiderHow to Return Corporate America to Its Owners - J BogleOwners of the World Unite!Volume TwoBoards and DirectorsPART SIX: THE CONTEST FOR CONTROL: BOARDS AND DIRECTORSWho Controls Whom? An Examination of the Relation between Management and Boards of Directors in Large American Corporations - M S MizruchiInternal and External Governance Mechanisms - C Weir et alTheir Impact on the Performance of Large UK Public CompaniesShareholder Activism - J M Loring and C K TaylorDirectional Responses to Investors′ Attempts to Change the Corporate Governance LandscapeAlternative Internal Controls as Substitutes of the Board of Directors - C Fernandez and R ArrondoThe Composition of Boards of Directors and Strategic Control - B Baysinger and R HoskissonEffects on Corporate StrategyThe Strategic Role of the Board - P Stiles and B TaylorPART SEVEN: MAINTAINING BALANCE: THE ROLE OF THE CHAIRThe Chairman and the Chief Executive - Sir A CadburyIndependence of the Chairman and Board Composition - J W Coles and W HesterlyFirm Choices and Shareholder ValuePART EIGHT: THE STRUGGLE FOR INDEPENDENCE: NON-EXECUTIVE DIRECTORSDo Independent Directors Add Value? - Z Matolcsy, D Stokes and A WrightBeyond Agency Conceptions of the Work of the Non-Executive Director - J Roberts et alCreating Accountability in the BoardroomBeyond ′Independent′ Directors - EditorA Functional Approach to Board IndependencePART NINE: DEVOLVING POWER: NOMINATION AND SUCCESSION COMMITTEESContextual Influences on Executive Selection - J P Guthrie and D DattaFirm Characteristics and CEO ExperienceThe Determinants and Effects of Board Nomination Committees - W Ruigrok et alPART TEN: EVALUATING EXECUTIVES: THE REMUNERATION COMMITTEEBoard Control, Remuneration Committees and Top Management Compensation - M J Conyon and S I PeckHow Independent Is Your Compensation Committee? - R E WoodDevelopments in Remuneration Policy - A R GoobeyEvaluating and Monitoring CEO Performance - M J Epstein and M-J RoyEvidence from U S Compensation Committee ReportsPART ELEVEN: INTERNAL CONTROL: THE AUDIT COMMITTEECeremonies of Governance - L F SpiraPerspectives on the Role of the Audit CommitteeThe Corporate Governance Effects of Audit Committees - S Turley and M ZamanCorporate Governance Reforms - S C Vera-MunozRedefined Expectations of Audit Committee Responsibilities and EffectivenessVolume ThreeExecutives and PerformancePART TWELVE: AGENCY DILEMMASAgency Problems and the Theory of the Firm - E F FamaLiquidity versus Control - J C Coffee JrThe Institutional Investor as Corporate MonitorEnron - B Arnold and P de LangeAn Examination of Agency ProblemsCorporate Governance and New Organizational Forms - J Child and S B RodriguesIssues of Double and Multiple AgencyPART THIRTEEN: FIRM PERFORMANCEBoard of Directors, Market Discipline and Firm Performance - R BozecTop Management Teams, Strategy and Financial Performance - S T Certo et alA Meta-Analytic ExaminationPART FOURTEEN: EXECUTIVE COMPENSATION I: CENTRAL CONCERNSPower and Pay - G M Elhagrasey et alThe Politics of CEO CompensationCorporate Governance Reform and CEO Compensation - E Matsumura and J ShinIntended and Unintended ConsequencesExecutive Compensation and Incentives - M J ConyonPART FIFTEEN: EXECUTIVE COMPENSATION II: CURRENT CONTROVERSIESYes, Managers Should Be Paid Like Bureaucrats - B S Frey and M OsterlohPay without Performance - Lucian Arye Bebchuk and Jesse M FriedOverview of the IssuesExecutive Pensions - Lucian Arye Bebchuk and Robert J JacksonPART SIXTEEN: CEO POWERPolitical Dynamics and the Circulation of Power - W OcasioCEO Succession in U S Industrial Corporations 1960-1990Power and the Japanese CEO - A BirdNew CEOs and Corporate Strategic Refocusing - G Bigley and M WiesermaHow Experience as Heir Apparent Influences the Use of PowerPowerful CEOs and Their Impact on Corporate Performance - R B Adams et alVolume FourStakeholders and SustainabilityPART SEVENTEEN: THE ENGAGEMENT OF INSTITUTIONAL INVESTORSPension Fund Corporate Engagement - G L Clark and T HebbThe Fifth Stage of CapitalismHolders of the Purse Strings - M Useem and O S MitchellGovernance and Performance of Public Retirement SystemsThe Ethical Undercurrents of Pension Fund Management - Ryan L Verstegen and B DennisEstablishing a Research AgendaWith Friends Like These, Who Needs Enemies? The Structure of the Investment Industry and Its Reluctance to Exercise Governance Oversight - A M ClearfieldThe Economic Inefficiency of Secrecy - T HebbPension Fund Investors′ Corporate Transparency ConcernsPART EIGHTEEN: THE ACTIVISM OF INSTITUTIONAL INVESTORSLegal Reform and Shareholder Activism by Institutional Investors in Japan - T SekiInstitutional Ownership and Corporate Social Performance - D O Neubaum and S A ZahraThe Moderating Effects of Investment Horizon, Activism and Co-OrdinationShaping the Shareholder Activism Agenda - W T Proffitt and A SpicerInstitutional Investors and Global Social IssuesPART NINETEEN: GOVERNANCE AND EMPLOYEESFrom Industrial Relations to Investor Relations? Persistence and Change in Japanese Corporate Governance, Employment Practices and Industrial Relations - I TakeshiFirm-Specific Human Capital and Theories of the Firm - M M BlairLabor′s Role in the American Corporate Governance Structure - M O′ConnorCorporate Governance and Workers′ Participation - R GoodijkCorporate Governance Reforms, Labor Law Developments and the Future of Japan′s Practice-Dependent Stakeholder Model - T ArakiPART TWENTY: CORPORATE SOCIAL RESPONSIBILITYCorporate Social Responsibility - P RedmondAn OverviewA New Politics of Engagement - A O′RourkeShareholder Activism for Corporate Social ResponsibilityCorporate Social Responsibility Theories - E Garriga and D Mel[ac]eMapping the TerritoryThe Complementarity between Corporate Governance and Corporate Social Responsibility - A BeltrattiPART TWENTY-ONE: CORPORATE SUSTAINABILITYCorporate Governance and Climate Change - D G CoganMaking the ConnectionFramework for Understanding International Collective Action for Climate Change - N Stern