Corporate Governance Dna

Corporate Governance DNA – a Primer for Corporate Directors is a book of practical advice and guidance for directors and boards of corporations. While the rules and regulations outline director obligations, they do not address the infinite variety of situations facing corporations as they evolve. The foundation of a director’s legal obligations rests on their duty of care, their fiduciary duty, and their obligation to ensure that the corporation managed for its purpose. In addition to these obligations, boards are now involved with strategy, risk monitoring, as well as performance oversight, ESG reporting, cyber security, and the oversight of culture. This book offers ways to prepare for the important conversations and decisions each director must participate in. The authors offer practical suggestions to help new and experienced directors of public, not for profit and private corporations engage in these ever-expanding obligations. The book is strewn with case studies, examples, practices, and lists of questions to encourage thought and debate. It is styled as a primer for individual directors, board committees and the full board in the pursuit of best practices in corporate governance.

This book presents a thoughtful inquiry into the nature and rationale of corporate governance. The authors address fundamental questions including; What is the balance between ownership and control?; For whose interests should the company be run?; What is the institutional balance between shareholders, directors and other potential stakeholders, including the economy? Professor Dine and Dr Koutsias consider how these issues are dealt with by the jurisprudence of three major and greatly influential jurisdictions; the USA, the UK, and Germany, and also reflect on why and how the current corporate governance context in some states is defined by social, political and historical developments. The authors argue that corporate governance is crucial for the identity of each country. What is revealed in the work is that when national corporate governance is thriving it allows space for democracy to flourish. Corporate governance scholars, policy makers, LLM and LLB students of company law and corporate governance, NGOs involving issues of inequality, poverty and democracy will find this important book an insightful resource.

Of the 200 largest organizations in the world, more than 80% currently have a corporate code of conduct. An ever larger number of smaller organizations also have a code or are in the process of developing one. While in the 1970s and 1980s companies had to explain why they had a code, today they are cross-examined if they don't have one. A company has to have very good arguments to convince stakeholders that they can do without a code.A business code is a measure for success: success as manager, employee, team and for the organization as a whole. Unfortunately, many codes are underutilized. And many simply fail, with serious repercussions for the organization.This short and accessible book presents a model to create, develop and embed business codes. The validated model enables managers and organizations to better manage their codes as well as their performance. The author articulates why a code of conduct is necessary, what it should cover, as well as demonstrating through practical tips and examples how to make full use of it. What is required to breathe life into a code and keep it that way? How can you live your code? Illustrated with results from an empirical study of the "Fortune" Global 200, the ideas developed are based on the worldwide experience of the consultancy firm KPMG. The author works in the field of developing, implementing and monitoring of codes, as well as conducting intensive academic research in the last 15 years in his capacity as (associate) professor of business ethics.The Living Code is a unique book and will be essential reading for those that want to make a success of their code or are considering developing one. Readers will learn just how rich and threatening a code is and what it could mean for their organization, their team and themselves.

The current theory of corporate social responsibility (CSR) is developing along three interwoven lines moral, social, and environmental. Although everybody recognizes that although CSR is of growing concern in a globalised economy, it being at the top of the board of director's agenda and also good for business, there is no sign of consensus on its rules, structures, or procedures. Now, this collection of essays by leading jurists, businesspeople, and academics takes a giant step toward a more cohesive and durable set of principles that can contribute to a cleaner environment and a better society while respecting and protecting the interests of all stakeholders. The authors approach this complex but critical subject from a variety of perspectives, including the following: the role of CSR in corporate governance; the legal enforceability of CSR rules; the impact of international human rights standards; CSR as part of corporate DNA; choice of CSR strategy defensive or offensive; the need for fair competition between developing country exporters; the prospects for international social protection for workers; enforcement of minimal standards in remote locations; the active search for eco-efficient solutions; corporate assumption of human rights responsibilities; and the legal weight of codes of conduct the role of the lawyer in CSR. In a world where the annual income of the five largest business corporations is more than double the combined GNPs of the 50 poorest countries, the need for meaningful standards of corporate social responsibility should be obvious. The well-informed and considered analyses in this remarkable volume provide an excellent starting point for those anxious to move the agenda forward in this area that, despite the efforts of many companies, often seems so intractable. The book will be of immeasurable value to all professionals and academics in relevant fields of law, policy, and business.

A detailed look at the importance of corporate governance in today's business world The importance of corporate governance became dramatically clear at the beginning of the twenty-first century as a series of corporate meltdowns from managerial fraud, misconduct, and negligence caused a massive loss of shareholder wealth. As part of the Robert W. Kolb Series in Finance, this book provides a comprehensive view of the shareholder-manager relationship and examines the current state of governance mechanisms in mitigating the principal-agent conflict. This book also offers informed suggestions and predictions about the future direction of corporate governance. Relies on recent research findings to provide guidance through the maze of theories and concepts Uses a structured approach to put corporate governance in perspective Addresses essential issues related to corporate governance including the idea of principal-agent conflict, role of the board of directors, executive compensation, corporate monitoring, proxy contests and corporate takeovers, and regulatory intervention Corporate governance is an essential part of mainstream finance. If you need to gain a better understanding of this topic, look no further than this book.

Taking a close look at American corporate governance, the authors show what is missing in today's corporate governance, and support a case for activating the board of directors to put new controls on management and take responsibility for the result.

The motivation for writing this book is the authors' deeply held conviction that good governance is an essential element for any organisation that wishes to maximise its effectiveness. They are not alone in observing that in many cases companies or other organisations that perform badly are often poorly governed. Indeed, the key explanation for poor performance is often poor governance. This observation is not limited geographically and there are many examples from around the world. Concern with good governance is not just limited to the free enterprise system. It is universal.