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Nonlinear Insights
Contemporary Corporate Governance
  • ISBN: 9788196097837
  • Year: 2023
  • Edition: 1

Overview :

Corporate governance has evolved over the past fifty years. Interest in understanding corporate governance is growing among students, managers, and others. Those interested in understanding corporate governance will find reading this book engrossing. The author uses the material to teach the subject to undergraduate and graduate-level students and company directors. The pedagogy is to blend the theory with practices to enable the readers to understand the evolution of corporate governance.

TABLE OF CONTENTS

CHAPTER 1 : CORPORATE GOVERNANCE OVERVIEW 1 - 26

Entrepreneur and business 1
Limited liability companies 4
Governance of listed companies 9
Changing perspective of corporate governance 17
Contemporary thoughts on corporate governance 18
Three pillars of corporate governance 26

CHAPTER 2 : FIRM STRUCTURES AND CORPORATE GOVERNANCE 27 - 42

Sole proprietorship form 27
Simple partnership firm 29
Limited liability partnership 31
Limited liability company 31
Closely held company 34
Public limited company 36
Immunity to directors 37

CHAPTER 3 : INCOMPLETE CONTRACT 43 - 68

Nature of incomplete contract 43
Hold up problem 50
Residual control right – property right theory 56
Residual control right - delegation of authority within an organisation 62
Corporate governance context 63

CHAPTER 4 : INFORMATION ASYMMETRY 69 - 86

Introduction 69
Hidden information and adverse selection 71
Hidden action and moral hazard 75
Incentive 77
Corporate governance context 83

CHAPTER 5 : NATURE OF FIRM AND AGENCY THEORY OF CORPO-
RATE GOVERNANCE 87 - 120

Nature of firm 87
Firm as a nexus of contracts 95
Separation of ownership and control from the perspective of residual
claimants 99

Mechanisms for retaining control 103

Agency problem 110

CHAPTER 6 : CORPORATE GOVERNANCE PARADIGMS 121 - 160

Shareholder value theory and enlightened stakeholder theory 122
Stakeholder theory 125
Unresolved issues 136
Business responsibilities 138
Stewardship theory 143
Resource dependence theory 150
National guidelines on responsible business conduct 154

CHAPTER 7 : CORPORATE GOVERNANCE SYSTEMS 161 - 186

Market-oriented systems and network-oriented systems 162
Anglo-Saxon model 166
Continental model 167
Japanese corporate governance model 170
Unitary board 174
Two-tier board 175
Japanese model 179
Note on codetermination 184

CHAPTER 8: UNITARY BOARD 187 - 242

Structure of a unitary board 187
Theoretical underpinning of board structure 193
Board functions 200
Director’s liability 205
Exemplary board 209
Challenges in making the institution of independent directors effective 227

CHAPTER 9 : BOARD COMMITTEES 242 - 288

Need for committees 243
Audit committee 247
Nomination and remuneration committee 254
Stakeholder relationship committee 262
Risk management committee 263
CSR committee 264
Related party transactions 265
Blue Ribbon Committee 270

CHAPTER 10 : AUDIT IN CORPORATE GOVERNANCE 289 - 326

Financial audit – general principles 289
Role of the financial auditor 293
Financial audit quality 296
Sarbanes-Oxley Act (SOX) and audit reforms 302
Internal audit 311
Enron Scam 322
Accounting fraud in Satyam 323

CHAPTER 11 : SUSTAINABILITY, ESG, AND CSR 327 - 356

Sustainability concept 327
Sustainability models 332
Sustainability development goals 335
UN Global Compact 338
ESG 339
Socially responsible investment 347
Corporate Social Responsibility 350

CHAPTER 12 : SUSTAINABILITY REPORTING 357 - 372

Introduction 357
Integrated reporting framework 358
Integrated thinking 365
Global reporting initiative (GRI) 367
International Sustainability Standards Board (ISSB) standards (Summary) 368
Business Responsibility and Sustainability Report (BRSR) 370

CHAPTER 13 : FAMILY BUSINESS 373 - 394

Definition and nature of family business 373
Development stages 375
Performance of family-managed companies 380
Governance structure 382
Family Office 388
Family governance failures – case studies 388

CHAPTER 14 : EVOLUTION OF CORPORATE GOVERNANCE IN INDIA 393 - 420

Governance of companies during the colonial era 396
External environment under command capitalism (1950 – 1990) 397
Organisational structure and corporate governance in the command economy 403

Corporate governance post-economic liberalisation – the emergence of the market economy 406

The current state of corporate governance 408
Perspectives on corporate governance in future 415

CHAPTER 15 : LEARNINGS FROM CORPORATE GOVERNANCE FAIL- URES 421 - 440

Enron scandal 421
Accounting fraud at WorldCom 427
Tyco International 432
Satyam Computers 436

BIBLIOGRAPHY 441 - 454

INDEX 455 - 460

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Preface

This book is the culmination of my 20 years of teaching corporate governance to management students and directors of large companies and over twenty years of experience serving corporate boards as an independent director.

I have explained corporate governance concepts and practices and the theories underpinning the concepts. This will make the reading a fun and help the readers to grasp the concepts easily. I have presented the concepts with practical examples and case studies in order to facilitate learning.

I have not added a separate chapter on international corporate governance. I have discussed corporate governance systems in a single chapter to enable readers to appreciate the similarities and differences of different systems and how globalisation leads to the convergence of systems towards the Anglo-Saxon model. I have explained the Indian and international practices under each topic, as almost all countries adopt best global practices and readers should be able to appreciate how similar they are.

It is not a law book. Therefore, I have discussed the relevant legal provisions in a lucid language.

I have not included reports in the book which are essential reference material only for the doctoral students and as they are publicly available. Moreover, the non-inclusion of those has helped to keep the book slim. I have included only the Blue-Ribbon Committee recommendations so that the audit committee’s role can be appreciated fully.

The readers might find the structure and pedagogy of the book different from most available textbooks on the subject and I hope students and managers will enjoy the text written with a novel approach.

I look forward to the suggestions from readers for improving the material.

-Asish K Bhattacharyya

ABOUT THE BOOK

Corporate governance has evolved over the past fifty years. Interest in understanding corporate governance is growing among students, managers, and others. Those interested in understanding corporate governance will find reading this book engrossing. The author uses the material to teach the subject to undergraduate and graduate-level students and company directors. The pedagogy is to blend the theory with practices to enable the readers to understand the evolution of corporate governance.

Unique Features :

  • Lucid language with real-life examples.
  • Novel pedagogy appropriate for self-study and classroom discussion.
  • Covers contemporary issues and challenges in the governance of companies,

Including ESG :

  • Covers the Anglo-Saxon model and models available in Germany and Japan.
  • Discusses Indian and Korean business groups
  • Bibliography to enable doctoral students to refer to original research papers.
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