Preface xxi Chapter 1 Introduction to Corporate Governance 1 Self-Interested Executives 3 Defining Corporate Governance 7 Corporate Governance Standards 9 Best Practice or Best Practices? Does "One Size Fit All"? 11 Relationship between Corporate Governance and Firm Performance 12 Chapter 2 International Corporate Governance 19 Capital Market Efficiency 20 Legal Tradition 22 Accounting Standards 23 Enforcement of Regulations 26 Societal and Cultural Values 27 Individual National Governance Structures 29 United States 29 United Kingdom 32 Germany 37 Japan 38 South Korea 41 China .43 India 44 Brazil 45 Russia 47 Endnotes 49 Interlude 55 Chapter 3 Board of Directors: Duties and Liability 57 Board Responsibilities 57 Board Independence 58 The Operations of the Board 59 Board Committees 60 Duration of Director Terms 64 Director Elections 64 Removal of Directors 66 Legal Obligations of Directors 66 Fiduciary Duty 67 Disclosure Obligations under Securities Laws 70 Legal Enforcement of State Corporate Law (Fiduciary Duties) 70 Legal Enforcement of Federal Securities Laws 71 Director Indemnification and D&O Insurance 72 Endnotes 75 Chapter 4 Board of Directors: Selection, Compensation, and Removal 79 Market for Directors 79 Active CEOs 82 International Experience 83 Special Expertise 84 Diverse Directors 85 Professional Directors 86 Disclosure Requirements for Director Qualifications 87 Director Recruitment Process 89 Director Compensation 91 Ownership Guidelines 96 Board Evaluation 97 Removal of Directors 99 Endnotes 102 Chapter 5 Board of Directors: Structure and Consequences 107 Board Structure 108 Chairman of the Board 112 Lead Independent Director 116 Outside Directors 119 Board Independence 121 Independent Committees 125 Bankers on the Board 126 Financial Experts on Board 127 Politically Connected Boards 128 Employee Representation 128 Boards with "Busy" Directors 131 Interlocked (or Connected) Boards 133 Committee Overlap 135 Board Size 136 Board Diversity 137 Female Directors 138 Summary 141 Endnotes 142 Interlude 150 Chapter 6 Strategy, Performance Measurement, and Risk Management 151 Organizational Strategy 152 Strategy Implementation Process 154 Business Model Development and Testing 156 Example 1: Fast-Food Chain and Employee Turnover 156 Example 2: Financial Services Firm and Investment Advisor Retention 158 Key Performance Measures 159 How Well Are Boards Doing with Performance Measures and Business Models? 163 Risk and Risk Management 164 Risk and Risk Tolerance 165 Risk to the Business Model 167 Risk Management 169 Oversight of Risk Management 171 Assessing Board Performance on Risk Management 173 Endnotes 175 Chapter 7 Labor Market for Executives and CEO Succession Planning 181 Labor Market for Chief Executive Officers 181 Labor Pool of CEO Talent 184 CEO Turnover 186 Newly Appointed CEOs 189 Models of CEO Succession 191 External Candidate 191 President and/or Chief Operating Officer 193 Horse Race 194 Inside-Outside Model 195 The Succession Process 196 How Well Are Boards Doing with Succession Planning? 200 The External Search Process .203 Endnotes 206 Chapter 8 Executive Compensation and Incentives 211 The Controversy over Executive Compensation 212 Components of Compensation 213 Determining Compensation 217 Compensation Consultants 220 Compensation Levels 221 Ratio of CEO Pay to Other Top Executive Pay 224 Ratio of CEO Pay to Average Employee Pay 227 Compensation Mix 228 Short-Term Incentives 229 Long-Term Incentives 232 Benefits and Perquisites 234 Compensation Disclosure 235 Say-on-Pay 236 Endnotes 240 Chapter 9 Executive Equity Ownership 247 Equity Ownership and Firm Performance 247 Equity Ownership and Risk 250 Equity Ownership and Agency Costs 256 Accounting Manipulation 257 Manipulation of Equity Grants 258 Other Examples of Value Extraction through Timing 260 Equity Sales and Insider Trading 261 Rule 10b5-1 262 Hedging 264 Pledging 268 Repricing and Exchange Offers 270 Endnotes 273 Chapter 10 Financial Reporting and External Audit 279 The Audit Committee 280 Accounting Quality, Transparency, and Controls 280 Financial Reporting Quality 282 Financial Restatements 284 Models to Detect Accounting Manipulations 290 The External Audit 292 Audit Quality 296 Structure of Audit Industry 296 Impact of Sarbanes-Oxley 298 External Auditor as CFO 301 Auditor Rotation .302 Endnotes 304 Chapter 11 The Market for Corporate Control 311 The Market for Corporate Control 312 Stock Market Assessment of Acquiring and Target Firms 316 Who Gets Acquired? 316 Who Gets the Value in a Takeover? 319 Antitakeover Protections 322 Antitakeover Actions 323 Poison Pills 325 Staggered Board 328 State of Incorporation 330 Dual-Class Shares 331 Warding Off Unwanted Acquirers 334 Endnotes 336 Chapter 12 Institutional Shareholders and Activist Investors 343 The Role of Shareholders 343 Blockholders and Institutional Investors 346 Institutional Investors and Proxy Voting 349 Activist Investors 351 Pension Funds 353 Social Responsibility and Other Stakeholder Funds 355 Activist Hedge Funds 357 Shareholder Democracy and Corporate Engagement 360 Majority Voting in Uncontested Director Elections 360 Proxy Access 361 Proxy Voting 362 Corporate Engagement 363 Proxy Advisory Firms 364 Endnotes 369 Chapter 13 Corporate Governance Ratings 375 Third-Party Ratings 375 Credit Ratings 376 Commercial Corporate Governance Ratings 378 ISS: Corporate Governance Quotient 378 ISS: Governance Risk Indicators 380 ISS: QuickScore 380 GMI Ratings 381 Testing the Predictability of Corporate Governance Ratings 382 Governance Rating Systems by Academic Researchers 383 The Viability of Governance Ratings 388 Endnotes 389 Chapter 14 Alternative Models of Governance 393 Family-Controlled Corporations 393 Venture-Backed Companies 396 Private Equity-Owned Companies 399 Nonprofit Organizations 402 Endnotes 407 Chapter 15 Summary and Conclusions 413 Testing Remains Insufficient 414 The Current Focus Is Misdirected 415 Important Variables Are Clearly Missing 416 Context Is Important 417 Endnotes 418 Index 419 Now fully updated: today's most objective, complete, and actionable guide to corporate governance for every board member, director, officer, investor, and stakeholder.
Corporate Governance Matters, Second Edition gives corporate board members, officers, directors, and other stakeholders all the knowledge they need to implement and sustain superior governance. Authored by two leading experts, it fully addresses every component of governance. This edition offers new or expanded coverage of key issues ranging from risk management and shareholder activism to alternative corporate governance structures. It also adds new classroom elements, making it even more useful in academic settings. Updated throughout, this textcarefully synthesizes current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, it illuminates many key topics overlooked in competitive texts. Coverage includes: International corporate governance Compensation, equity ownership, incentives, and the labor market for CEOs Optimal board structure, tradeoffs, and consequences Governance, organizational strategy, business models, and risk management Succession planning Alternative corporate governance structures, including family controlled businesses, nonprofits, private equity, and venture capital Financial reporting and external audit The market for corporate control Roles of institutional and activist shareholders Governance ratings, and more The authors offer models and frameworks demonstrating how the components of governance fit together, with updated examples and scenarios illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to "get the story straight," and to provide useful tools for making better, more informed decisions.
David Larcker is James Irvin Miller Professor of Accounting at Stanford Graduate School of Business; Director of the Corporate Governance Research Initiative; and Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance. David's research focuses on executive compensation, corporate governance, and managerial accounting. He has published many research papers and is frequently quoted in both the popular and business press. He received his BS and MS in engineering from the University of Missouri-Rolla and his PhD in business from the University of Kansas. He previously was on the faculty of the Kellogg Graduate School of Management at Northwestern University and The Wharton School at the University of Pennsylvania. Professor Larcker presently serves on the Board of Trustees for the Wells Fargo Advantage Funds. Brian Tayan is a member of the Corporate Governance Research Initiative at Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including studies and other materials on boards of directors, succession planning, executive compensation, financial accounting, and shareholder relations. Previously, Brian worked as a financial analyst at Stanford University's Office of the CEO and as an investment associate at UBS Private Wealth Management. He received his MBA from the Stanford Graduate School of Business and his BA from Princeton University. Additional resources and supporting material for this book are available at: Stanford Graduate School of Business The Corporate Governance Research Initiative www.gsb.stanford.edu/cgri-research
Praise for the First Edition of Corporate Governance Matters: "An outstanding work of unique breadth and depth providing practical advice supported by detailed research." Alan Crain, Jr., Senior Vice President and General Counsel, Baker Hughes "Extensively researched, with highly relevant insights, this book serves as an ideal and practical reference for corporate executives and students of business administration." Narayana N.R. Murthy, Infosys Technologies "Fascinating, engaging, and full of useful information-a must-read!" Heidi Roizen, Founder, CEO and Chief Lyrical Officer, Skinny Songs "A tour de force. David Larcker and Brian Tayan have written an easy-to-read, crucial-to-know overview of corporate governance today." Stephen A. Miles, Founder and CEO, The Miles Group "Corporate Governance Matters is sure to become required reading for director education and an essential desk reference for all corporate governance practitioners." Abe M. Friedman, Managing Partner, CamberView Partners "David Larcker and Brian Tayan are the premier students and among the most thoughtful authorities on corporate governance." Arthur Rock, Principal of Arthur Rock & Co. "Corporate Governance Matters is a comprehensive, objective, and insightful analysis of academic and professional research on corporate governance." -Professor Katherine Schipper, Duke University, and former member of the Financial Accounting Standards Board "They did it! Larcker and Tayan have cracked the code on the connections between corporate governance and corporate performance." -Ira Kay, Managing Partner, Pay Governance LLC "When it comes to corporate governance, it seems that everyone has an opinion. David Larcker and Brian Tayan, however, have the facts." -Professor Joseph A. Grundfest, Stanford Law School