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The SAGE Handbook of Corporate Governance


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Table of Contents

Preface - Sir Adrian Cadbury Introduction: Corporate Governance - An Emerging Discipline? - Thomas Clarke and Douglas Branson PART ONE: ORIGINS AND DEVELOPMENT The Evolution of Corporate Governance - R.I. (Bob) Tricker In the Best Interest of the Corporation: Directors Duties in the Wake of the Global Financial Crisis - Margaret M. Blair Limited Liability Companies - Mark J. Loewenstein Theoretical and Methodological Perspectives - Joan MacLeod Heminway PART TWO: MARKETS AND REGULATION The Juridical Nature of the Firm - Simon Deakin The Ascent of Shareholder Monitoring and Strategic Partnering: The Dual Functions of the Corporate Board - Michael Useem An 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 ACCOUNTABILITY Boards and Board Effectiveness - Hans van Ees and Gerwin van der Laan Between the Letter and the Spirit: Defensive and Extensive Modes of Compliance with the UK Code of Corporate Governance - John Roberts Boards' 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 DIRECTIONS Changing Scenes in and around the Boardroom: UK Corporate Governance in Practice from 1989 to 2010 - Annie Pye, Szymon Kaczmarek and Satomi Kimino Board Evaluations: Contemporary Thinking and Practice - Gavin Nicholson, Geoffrey Kiel and Jennifer Ann Tunny Women and the Governance of Corporate Boards - Ruth Sealy and Sue Vinnicombe Diversity among Senior Executives and Board Directors - Sabina Nielsen PART FIVE: COMPETING GOVERNANCE REGIMES Global Convergence in Corporate Governance: What a Difference 10 Years Make - Douglas M. Branson A Bundle Perspective to Comparative Corporate Governance - Ruth V. Aguilera, Kurt Desender and Luiz Ricardo Kabbach de Castro Family-Owned Asian Business Groups and Corporate Governance - Marie dela Rama The Limitations of Corporate Governance Best Practices - Shann Turnbull PART SIX: DILEMMAS OF CORPORATE GOVERNANCE Executive Compensation, Pay-for-Performance and the Institutions of Executive Pay Setting - Martin J. Conyon and Simon I. Peck In the Name of Shareholder Value: How Executive Pay and Stock Buybacks are Damaging the US Economy - William Lazonick Governance, Innovation and Finance - Ciaran Driver The Governance and Regulation of Complex Conglomerates - John H. Farrar PART SEVEN: EMERGING ISSUES: GOVERNANCE AND SUSTAINABILITY Markets, Regulation and Governance: The Causes of the Global Financial Crisis - Thomas Clarke Corporate Governance and the Financial Crisis: The Regulatory Response - Alice Klettner International Corporate Responsibility - Paul Redmond Governance 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 sustainability
Dr. T.J.B.M. Postma
Associate 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 chronicled
Sir Adrian Cadbury

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