Table of Contents

Volume One
Ownership and Control
Introduction
The Fundamentals of Corporate Governance
PART ONE: THE DIMENSIONS OF CORPORATE GOVERNANCE
The Ideology of Corporate Governance - R I Tricker
The Semantics of Governance - R Apreda
Corporate Social Responsibility - A Cadbury
Corporate Governance - Shann Turnbull
Theories, Challenges and Paradigms
Institutionalizing Codes of Governance - A Enrione et al
PART TWO: THE SEPARATION OF OWNERSHIP AND CONTROL IN THE UNITED STATES
Corporate Ownership and Control - M Zeitlin
The Large Corporation and the Capitalist Class
Ownership Organization and Firm Performance - D L Kang and A B Sorensen
Who Controls Us? - Y Gadhoum et al
PART THREE: THE SEPARATION OF OWNERSHIP AND CONTROL AROUND THE WORLD
The Separation of Ownership and Control in East Asian Corporations - S Claessens et al
The Ultimate Ownership of Western European Corporations - M Faccio and L H P Lang
The Role of Oligarchs in Russian Capitalism - S Guriev and A Rachinsky
PART FOUR: FAMILY OWNERSHIP
Corporate Governance and Competitive Advantage in Family-Controlled Firms - M Carney
PART FIVE: INSTITUTIONAL INVESTORS: REUNITING OWNERSHIP AND CONTROL
The Emergence of Universal Owners - J Hawley and A Williams
Institutional Investors, Corporate Governance and the Performance of the Corporate Sector - E P Davis
The Antecedents of Institutional Investor Activism - L V Ryan and M Schneider
How to Return Corporate America to Its Owners - J Bogle
Owners of the World Unite!
Volume Two
Boards and Directors
PART SIX: THE CONTEST FOR CONTROL: BOARDS AND DIRECTORS
Who Controls Whom? An Examination of the Relation between Management and Boards of Directors in Large American Corporations - M S Mizruchi
Internal and External Governance Mechanisms - C Weir et al
Their Impact on the Performance of Large UK Public Companies
Shareholder Activism - J M Loring and C K Taylor
Directional Responses to Investors′ Attempts to Change the Corporate Governance Landscape
Alternative Internal Controls as Substitutes of the Board of Directors - C Fernandez and R Arrondo
The Composition of Boards of Directors and Strategic Control - B Baysinger and R Hoskisson
Effects on Corporate Strategy
The Strategic Role of the Board - P Stiles and B Taylor
PART SEVEN: MAINTAINING BALANCE: THE ROLE OF THE CHAIR
The Chairman and the Chief Executive - Sir A Cadbury
Independence of the Chairman and Board Composition - J W Coles and W Hesterly
Firm Choices and Shareholder Value
PART EIGHT: THE STRUGGLE FOR INDEPENDENCE: NON-EXECUTIVE DIRECTORS
Do Independent Directors Add Value? - Z Matolcsy, D Stokes and A Wright
Beyond Agency Conceptions of the Work of the Non-Executive Director - J Roberts et al
Creating Accountability in the Boardroom
Beyond ′Independent′ Directors - Editor
A Functional Approach to Board Independence
PART NINE: DEVOLVING POWER: NOMINATION AND SUCCESSION COMMITTEES
Contextual Influences on Executive Selection - J P Guthrie and D Datta
Firm Characteristics and CEO Experience
The Determinants and Effects of Board Nomination Committees - W Ruigrok et al
PART TEN: EVALUATING EXECUTIVES: THE REMUNERATION COMMITTEE
Board Control, Remuneration Committees and Top Management Compensation - M J Conyon and S I Peck
How Independent Is Your Compensation Committee? - R E Wood
Developments in Remuneration Policy - A R Goobey
Evaluating and Monitoring CEO Performance - M J Epstein and M-J Roy
Evidence from U S Compensation Committee Reports
PART ELEVEN: INTERNAL CONTROL: THE AUDIT COMMITTEE
Ceremonies of Governance - L F Spira
Perspectives on the Role of the Audit Committee
The Corporate Governance Effects of Audit Committees - S Turley and M Zaman
Corporate Governance Reforms - S C Vera-Munoz
Redefined Expectations of Audit Committee Responsibilities and Effectiveness
Volume Three
Executives and Performance
PART TWELVE: AGENCY DILEMMAS
Agency Problems and the Theory of the Firm - E F Fama
Liquidity versus Control - J C Coffee Jr
The Institutional Investor as Corporate Monitor
Enron - B Arnold and P de Lange
An Examination of Agency Problems
Corporate Governance and New Organizational Forms - J Child and S B Rodrigues
Issues of Double and Multiple Agency
PART THIRTEEN: FIRM PERFORMANCE
Board of Directors, Market Discipline and Firm Performance - R Bozec
Top Management Teams, Strategy and Financial Performance - S T Certo et al
A Meta-Analytic Examination
PART FOURTEEN: EXECUTIVE COMPENSATION I: CENTRAL CONCERNS
Power and Pay - G M Elhagrasey et al
The Politics of CEO Compensation
Corporate Governance Reform and CEO Compensation - E Matsumura and J Shin
Intended and Unintended Consequences
Executive Compensation and Incentives - M J Conyon
PART FIFTEEN: EXECUTIVE COMPENSATION II: CURRENT CONTROVERSIES
Yes, Managers Should Be Paid Like Bureaucrats - B S Frey and M Osterloh
Pay without Performance - Lucian Arye Bebchuk and Jesse M Fried
Overview of the Issues
Executive Pensions - Lucian Arye Bebchuk and Robert J Jackson
PART SIXTEEN: CEO POWER
Political Dynamics and the Circulation of Power - W Ocasio
CEO Succession in U S Industrial Corporations 1960-1990
Power and the Japanese CEO - A Bird
New CEOs and Corporate Strategic Refocusing - G Bigley and M Wieserma
How Experience as Heir Apparent Influences the Use of Power
Powerful CEOs and Their Impact on Corporate Performance - R B Adams et al
Volume Four
Stakeholders and Sustainability
PART SEVENTEEN: THE ENGAGEMENT OF INSTITUTIONAL INVESTORS
Pension Fund Corporate Engagement - G L Clark and T Hebb
The Fifth Stage of Capitalism
Holders of the Purse Strings - M Useem and O S Mitchell
Governance and Performance of Public Retirement Systems
The Ethical Undercurrents of Pension Fund Management - Ryan L Verstegen and B Dennis
Establishing a Research Agenda
With Friends Like These, Who Needs Enemies? The Structure of the Investment Industry and Its Reluctance to Exercise Governance Oversight - A M Clearfield
The Economic Inefficiency of Secrecy - T Hebb
Pension Fund Investors′ Corporate Transparency Concerns
PART EIGHTEEN: THE ACTIVISM OF INSTITUTIONAL INVESTORS
Legal Reform and Shareholder Activism by Institutional Investors in Japan - T Seki
Institutional Ownership and Corporate Social Performance - D O Neubaum and S A Zahra
The Moderating Effects of Investment Horizon, Activism and Co-Ordination
Shaping the Shareholder Activism Agenda - W T Proffitt and A Spicer
Institutional Investors and Global Social Issues
PART NINETEEN: GOVERNANCE AND EMPLOYEES
From Industrial Relations to Investor Relations? Persistence and Change in Japanese Corporate Governance, Employment Practices and Industrial Relations - I Takeshi
Firm-Specific Human Capital and Theories of the Firm - M M Blair
Labor′s Role in the American Corporate Governance Structure - M O′Connor
Corporate Governance and Workers′ Participation - R Goodijk
Corporate Governance Reforms, Labor Law Developments and the Future of Japan′s Practice-Dependent Stakeholder Model - T Araki
PART TWENTY: CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility - P Redmond
An Overview
A New Politics of Engagement - A O′Rourke
Shareholder Activism for Corporate Social Responsibility
Corporate Social Responsibility Theories - E Garriga and D Mel[ac]e
Mapping the Territory
The Complementarity between Corporate Governance and Corporate Social Responsibility - A Beltratti
PART TWENTY-ONE: CORPORATE SUSTAINABILITY
Corporate Governance and Climate Change - D G Cogan
Making the Connection
Framework for Understanding International Collective Action for Climate Change - N Stern

About the Author

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.