Insider's View on Corporate Governance

GERTRUD ERISMANN-PEYER joined IMD as Executive in Residence with a primary responsibility for an empirical study on the role of the company secretary after her retirement as the Company Secretary of UBS AG. She assumed the Company Secretary function of the Swiss financial services group for eight years, after having been in charge as head of the Group Corporate Communications Department with responsibility for media relations, employee communication, investor relations and marketing communication at Union Bank of Switzerland. Prior to that, she was responsible for the Political Public Relations Department of the Organization for the Promotion of Swiss Economy in Zurich. She holds a Master of Law from the University of Zurich. Since her retirement she also serves as an independent board member for a Swiss medium-sized, internationally active engineering company. ULRICH STEGER holds the Alcan Chair of Environmental Management at IMD and is Director of IMD's Forum on Corporate Sustainability Management, CSM. He is Director of the DaimlerChrysler Partnership Programs and Allianz Excellence Program, as well as Co-Director of Building High Performance Boards. He also holds an Honorary Professorship for International Management at Technical University Berlin. He was Minister of Economics and Technology in the State of Hesse and a member of the Managing Board of Volkswagen, in charge of environment and traffic matters and the implementation of an environmental strategywithin the VW group worldwide. He has published extensively, most recently the book Inside the mind of the stakeholder: The hype behind stakeholder pressure. OLIVER SALZMANN is research associate for IMD's research project on Corporate Sustainability Management, CSM. He holds a Masters of Industrial Management from Dresden University of Technology and has completed his doctoral thesis on corporate sustainability management in the energy sector. Since he joined IMD in 2001, he has conducted empirical research in several areas such as the business case for corporate sustainability, stakeholders' perceptions and activities with respect to corporate social and environmental responsibility and corporate governance (and the role of company secretary in particular).

• 1      The Evolution of Modern Corporate Governance. 1.1        The corporate governance earthquake and where we stand today. 1.2        The role of the company secretary. 1.3        Overview of recent research and literature. 1.4        Roadmap through this book. 2      Study design. 2.1        Scope and framework. 2.2        Method. 2.3        Samples. 3      Descriptive evidence. 3.1        Drivers for corporate governance. 3.2        Organization of the board. 3.3        The company secretary. 3.4        A look at recent developments.  4      Analyzing causal effects. 4.1        Which factors determine how the company secretary views his/her setting? 4.2        Which factors shape the secretary's tasks and responsibilities? 4.3        Which factors influence corporate governance performance? 5      Conclusion: Making sense out of diversity - where are we heading? 5.1        Future dynamics of the corporate governance officer. 5.2        Where shall we go? What has to be done?