The SAGE Handbook 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.

• Preface - Sir Adrian CadburyIntroduction: Corporate Governance - An Emerging Discipline? - Thomas Clarke and Douglas BransonPART ONE: ORIGINS AND DEVELOPMENT The Evolution of Corporate Governance - R.I. (Bob) TrickerIn the Best Interest of the Corporation: Directors Duties in the Wake of the Global Financial Crisis - Margaret M. BlairLimited Liability Companies - Mark J. LoewensteinTheoretical and Methodological Perspectives - Joan MacLeod HeminwayPART TWO: MARKETS AND REGULATIONThe Juridical Nature of the Firm - Simon DeakinThe Ascent of Shareholder Monitoring and Strategic Partnering: The Dual Functions of the Corporate Board - Michael UseemAn Economic Analysis of Fair Value: A Critique of International Financial Reporting Standards - Vincent Bignon, Yuri Biondi and Xavier Ragot PART THREE: BOARDS AND DIRECTORS: LEADERSHIP AND ACCOUNTABILITYBoards and Board Effectiveness - Hans van Ees and Gerwin van der LaanBetween the Letter and the Spirit: Defensive and Extensive Modes of Compliance with the UK Code of Corporate Governance - John RobertsBoards′ Contribution to Strategy and Innovation - Alessandro Zattoni and Amedeo Pugliese Board Leadership and Value Creation: An Extended Team Production Approach - Morten Huse and Jonas Gabrielsson PART FOUR: BOARDS AND DIRECTORS: NEW CHALLENGES AND DIRECTIONSChanging Scenes in and around the Boardroom: UK Corporate Governance in Practice from 1989 to 2010 - Annie Pye, Szymon Kaczmarek and Satomi KiminoBoard Evaluations: Contemporary Thinking and Practice - Gavin Nicholson, Geoffrey Kiel and Jennifer Ann TunnyWomen and the Governance of Corporate Boards - Ruth Sealy and Sue VinnicombeDiversity among Senior Executives and Board Directors - Sabina NielsenPART FIVE: COMPETING GOVERNANCE REGIMESGlobal Convergence in Corporate Governance: What a Difference 10 Years Make - Douglas M. BransonA Bundle Perspective to Comparative Corporate Governance - Ruth V. Aguilera, Kurt Desender and Luiz Ricardo Kabbach de CastroFamily-Owned Asian Business Groups and Corporate Governance - Marie dela RamaThe Limitations of Corporate Governance Best Practices - Shann TurnbullPART SIX: DILEMMAS OF CORPORATE GOVERNANCEExecutive Compensation, Pay-for-Performance and the Institutions of Executive Pay Setting - Martin J. Conyon and Simon I. PeckIn the Name of Shareholder Value: How Executive Pay and Stock Buybacks are Damaging the US Economy - William LazonickGovernance, Innovation and Finance - Ciaran DriverThe Governance and Regulation of Complex Conglomerates - John H. FarrarPART SEVEN: EMERGING ISSUES: GOVERNANCE AND SUSTAINABILITYMarkets, Regulation and Governance: The Causes of the Global Financial Crisis - Thomas ClarkeCorporate Governance and the Financial Crisis: The Regulatory Response - Alice KlettnerInternational Corporate Responsibility - Paul RedmondGovernance for Sustainability: Challenges for Theory and Practice - Suzanne Benn

A group of distinguished scholars take up the familiar theme of corporate governance, casting it in the light of a developing and comprehensive complex of corporate, market and concomitant regulating and economic changes that most of the world′s industries have experienced since the eighties of the previous century. In this timely handbook, they explore this critical issue with distance and nuance. A broad spectrum of issues is discussed, which cover the main subjects of discussion in academia, such as the need for multiple methodological and multiple theoretical approaches in order to study this domain and is at the same time of practical relevance, because it deals with issues like board evaluation, board effectiveness, innovation, strategy, the need for and developments in regulation and the connection of corporate governance to corporate social responsibility and sustainability. This well-written book puts corporate governance developments explicitly in their economic, global, and legal context and ends with dilemmas policy makers and managers or executives are faced with and finally discusses emerging issues of governance and sustainabilityDr. T.J.B.M. PostmaAssociate Prof. In Strategy, University Of Groningen [The SAGE Handbook of Corporate Governance] is a mine of practical and relevant thinking to be quarried by all with an interest in the governance of corporations. It is monumental in scope, but it looks to the past only as a guide to the future. In essence, the Handbook represents a work in progress. It is a beginning not an end and is the base from which the further development of corporate governance will be chronicledSir Adrian Cadbury