Taking Back The Boardroom

Thriving As A 21st-century Director (2nd Edition)

By: Phillip H Phan

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Hardcover | 23 October 2007 | Edition Number 2

At a Glance

Hardcover
360 Pages

Edition Type
Revised

Dimensions(cm)
23.4 x 15.9 x 2.4

Hardcover

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Companies like Enron, WorldCom, and Siemens have defined the dark side of the corporate world in the 21st century. This timely book is designed to address the diverse requirements of directors and heightened investor awareness, with an intelligent and comprehensive presentation of the structure and practice of boardroom management.The second edition takes account of recent developments like the Sarbanes-Oxley Act of 2002, codes of conduct promulgated by non-government organizations and institutional investors, debates over the audit committee's roles and responsibilities, and new cases illustrating the problems facing directors as they negotiate the twin challenges of global competition and social responsibility. It walks readers through the legal and philosophical theories of corporate governance, translates these into practical implications for boardroom practices, and guides managers and directors on how to build their own frameworks for considering ethical and strategic issues that routinely appear in the boardroom. The practical approach is complemented by numerous illustrations and cases at the end of each chapter for discussion and self-appraisal.

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Non-Fiction Business & Management Corporate Governance Management & Management Techniques Arts & Entertainment Film, TV & Radio Specific Films Business Strategy Booktopia Publisher Services World Scientific Publishing

Preface	p. vii
Introduction: Taking Back the Boardroom: A Director's Call to Arms	p. ix
Taking Back the Boardroom: Understanding Your Duties as a Director	p. 1
How the Firm is Defined and Why is that Important for Directors	p. 1
How does the Firm Perform its Productive Function?	p. 4
The Relationship Between Managers and Shareholders	p. 5
The Duties of the Director	p. 16
The Non-Executive Director: Key to Board Independence	p. 21
Sarbanes-Oxley Act of 2002	p. 24
Thinking Points	p. 31
Taking Back the Boardroom: The Chairperson's Special Role	p. 33
The Role of the Chairman of the Board	p. 34
The Three Responsibilities of the Chair	p. 35
Who can Chair?	p. 44
A Summary of the Chair's Priorities	p. 45
The CEO and the Board	p. 47
"I'd Like the World to Buy a Coke"	p. 63
Thinking Points	p. 71
In Conclusion	p. 72
Taking Back the Boardroom: Ethics and Social Responsibility	p. 75
Why is it Important to Talk About Ethics?	p. 77
Why Don't We all Simply Behave, as We Would Like Others to Behave?	p. 79
The Connection Between Personal and Corporate Ethics	p. 81
Creating an Ethical Organization	p. 83
How to Avoid Common Pitfalls in 'Gray-Area' Decisions	p. 85
...And in the Final Analysis	p. 88
A Corporate Kleptocracy: The Saga of Conrad Black and Hollinger International	p. 90
A Corporate Kleptocracy	p. 105
Thinking Points	p. 142
Taking Back the Boardroom: Organization and Process	p. 143
The Paradoxes of Corporate Governance	p. 145
Understanding Power in the Boardroom	p. 146
Organizing to Solve the Paradoxes	p. 147
The Principles of Good Structure	p. 148
The Principles of Good Process	p. 148
The Committee Structure	p. 151
The Audit Committee	p. 151
The Compensation Committee	p. 154
The Nominating Committee	p. 155
The Strategy Committee	p. 157
Specialty Committees	p. 161
Conclusion	p. 162
Corporate Governance Guidelines at Intel & General Motors	p. 164
Thinking Points	p. 181
CALPERS: Core Principles of Accountable Corporate Governance	p. 182
Thinking Points	p. 204
Taking Back the Boardroom: Special Situations in the Boardroom	p. 205
The Relationship Between Ownership, Control and Board Function	p. 206
The Family Business Board	p. 208
The Closely Held Corporate Board	p. 209
The Multinational Subsidiary Board	p. 210
Dealing With Takeovers	p. 211
Thinking Points	p. 233
Conclusion	p. 235
References and Further Readings	p. 239
Abstracted Codes of Conduct	p. 246
OECD Principles of Corporate Governance	p. 247
Abstracted Cadbury Code	p. 276
Abstracts from Title III & Title IV of the Sarbanes-Oxley Act of 2002	p. 302
Index	p. 333
Table of Contents provided by Ingram. All Rights Reserved.

Taking Back The Boardroom

Thriving As A 21st-century Director (2nd Edition)

At a Glance

Hardcover

Shipping

How to return your order

Defective items

You Can Find This Book In

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