With the success of the first edition of The Handbook of Corporate Governance (Handbook), which includes over 7,000 copies sold globally, and the changes to governance and the external environment, the need to update with a second edition is clear.

This second edition incorporates climate change, sustainability, disruption, blockchain, cybercrime, populism (including President Trump and Brexit), artificial intelligence, 5G, and global governance (including separate chapters on governance in China and Russia).

There are many new authors, and of course areas of CEO succession, board leadership, composition, pay governance, audit and risk governance, the board's role in strategy and shareholder engagement, and private and not-for-profit governance have all been developed, updated, and are current.

The purpose of this second edition is to ensure complete coverage of corporate governance, but also with the depth and criticism that is only made possible with subject matter experts. A real emphasis was made to have the chapters be inviting and digestible by a director within a short period of time.

There is a mix of both academic and practitioner authors in this Handbook, drawn from leaders all over the world. Academics bring proximity to the empirical research and literature, rigor, and structure. Practitioners, including board chairs, CEOs, directors, and professional advisors to boards, bring a depth of practical experience and relevance. As close as possible, academic authors with practical experience, and practitioners with an aptitude for critical writing, have been chosen to contribute.

Organization of This Handbook

Chapter 1 introduces corporate governance and describes each of the parts and chapters in greater detail.

The Handbook is organized into eight parts, with individual chapters comprising each part. The parts address the major groupings of governance leadership and responsibilities, including:

• The board's most important responsibility: CEO succession (Part I).
• The board's second most important responsibility: board chair succession, including the role of an independent chair and a lead director (Part II).
• Board and director composition, dynamics, and effectiveness (Part III).
• The governance of the risk and opportunities of climate change (or crisis) (Part IV A).
• The governance of the risk and opportunities of information technology, including business model disruption, digitization, and emerging technologies (Part IV B).
• Risk and financial governance, including populism, political risk, technology, and detecting possible fraud (Part IV C).
• Strategic governance, including agile governance, governing for the longer term, and detecting blindspots (Part IV D).
• Human capital and compensation governance, including recent developments in human capital governance, linking pay to performance, and the role of the compensation committee and human resource function (Part IV E).
• Legal and governance responsibilities, including regulatory and criminal law, the corporate secretary, and subsidiary governance (Part IV F).
• Shareholder accountability, activism, and engagement, including meeting with institutional investors, dual class share companies, and individual investors (Part V).
• Not-for-profit and private company governance, including fundraising and cannabis governance (Parts VI and VII).
• Global comparative corporate governance, including Asia-Pacific, Australia, Caribbean, China, India, Russia, Singapore, South Africa, and the United Kingdom and the United States (Part VIII).

How to Read This Handbook

There are different writing styles within the Handbook, by practitioner and academic authors. The length of a chapter, or the type of writing style, such as the use of endnotes or references, for example, is not necessarily commensurate with the value or insight of the chapter. It is important for authors to have their own voice.

It is doubtful that a reader will (or should) read this entire Handbook, or even a majority of it. This is not what the Handbook is designed for. The Handbook is especially useful for deep and efficient dives commensurate with the board position at the time, including being a member of a board committee, chairing a board or a committee, being a member of a board of a particular company, in a particular country, or—perhaps most importantly—needing to know current knowledge, best practices, and expected future trends of a particular governance issue.

Readers Interested in This Handbook

Lastly, the intended audience for this book includes the following:

• Board chairs, committee chairs, and other current or prospective directors of public and private companies, financial service firms (banks, credit unions, insurance), nonprofit organizations, family businesses, and state-owned enterprises.
• Investors, including activist, individual, institutional, and private equity.
• Independent oversight functions, including internal audit, risk, compliance, and actuarial functions.
• Governance professionals who provide independent assurance functions to boards and board committees, including compensation consultants, external auditors, external counsel, governance advisors, investment banking, recruitment firms, and risk assurance.
• CEOs and other C-suite executives and management who report to boards and board committees, including CFOs, COOs, presidents, CHROs, CIOs, corporate secretaries, general counsels, and sustainability directors.
• Governance stakeholders, including creditors, donors, employees, pensioners, regulators, and local communities.
• Faculty at colleges, director education associations, and universities, including business, law, and other professional schools, who teach courses in corporate governance, nonprofit governance, auditing, corporate law, executive compensation, finance, information technology, professional and business ethics, and risk management.