Title Page
by Brian Tayan, David Larcker
Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences, Second Edition
- About This eBook
- Title Page
- Copyright Page
- Praise for the First Edition of Corporate Governance Matters
- Dedication Page
- Contents-at-a-Glance
- Contents
- Acknowledgments
- About the Authors
- Preface
- 1. Introduction to Corporate Governance
- 2. International Corporate Governance
- 3. Board of Directors: Duties and Liability
- 4. Board of Directors: Selection, Compensation, and Removal
- 5. Board of Directors: Structure and Consequences
- Board Structure
- Chairman of the Board
- Lead Independent Director
- Outside Directors
- Board Independence
- Independent Committees
- Bankers on the Board
- Financial Experts on Board
- Politically Connected Boards
- Employee Representation
- Boards with “Busy” Directors
- Interlocked (or Connected) Boards
- Committee Overlap
- Board Size
- Board Diversity
- Female Directors
- Summary
- Endnotes
- Interlude
- Board Structure
- 6. Strategy, Performance Measurement, and Risk Management
- Organizational Strategy
- Strategy Implementation Process
- Business Model Development and Testing
- Key Performance Measures
- How Well Are Boards Doing with Performance Measures and Business Models?
- Risk and Risk Management
- Risk and Risk Tolerance
- Risk to the Business Model
- Risk Management
- Oversight of Risk Management
- Assessing Board Performance on Risk Management
- Endnotes
- 7. Labor Market for Executives and CEO Succession Planning
- 8. Executive Compensation and Incentives
- The Controversy over Executive Compensation
- Components of Compensation
- Determining Compensation
- Compensation Consultants
- Compensation Levels
- Ratio of CEO Pay to Other Top Executive Pay
- Ratio of CEO Pay to Average Employee Pay
- Compensation Mix
- Short-Term Incentives
- Long-Term Incentives
- Benefits and Perquisites
- Compensation Disclosure
- Say-on-Pay
- Endnotes
- 9. Executive Equity Ownership
- 10. Financial Reporting and External Audit
- 11. The Market for Corporate Control
- 12. Institutional Shareholders and Activist Investors
- 13. Corporate Governance Ratings
- 14. Alternative Models of Governance
- 15. Summary and Conclusions
- Index
Corporate Governance Matters
A Closer Look at Organizational Choices and Their Consequences
Second Edition
David Larcker
Brian Tayan
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