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دانلود کتاب Corporate Governance and Accountability 4th Edition

خرید ایبوک حکمرانی و مسئولیت پذیری شرکت نسخه چهارم

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دانلود کتاب Corporate Governance and Accountability 4th Edition

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 دانلود کتاب Corporate Governance and Accountability 4th Edition خرید حکمرانی و مسئولیت پذیری شرکت نسخه چهارم ایبوک 111844910Xنویسنده Jill Solomon
دانلود کتاب Corporate Governance and Accountability 4th Edition خرید حکمرانی و مسئولیت پذیری شرکت نسخه چهارم ایبوک 111844910Xنویسنده Jill Solomon

Corporate Governance and Accountability 4th Edition
by Jill Solomon (Author)

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درباره ایبوک Corporate Governance and Accountability 4th Edition

Providing readers with a discussion of corporate governance issues, including both theory and practice, this fourth edition incorporates codes of practice, policy documents and academic research.

درباره نسخه چهارم کتاب Corporate Governance and Accountability

Corporate Governance and Accountability
by Jill Solomon

Publisher: John Wiley & Sons UK
Print ISBN: 9781118449103, 111844910X
eText ISBN: 9781118699263, 1118699262
Edition: 4th

فهرست کتاب حکمرانی و مسئولیت پذیری شرکت نسخه چهارم

Front Matter
Contents
Preface
The fourth edition
Acknowledgements
Part I Frameworks and mechanisms
Chapter 1 Defining Corporate Governance
Aims and Objectives
Introduction
What is corporate governance?
Theoretical frameworks
Agency theory
Transaction cost theory
Agency theory versus transaction cost theory
Stakeholder theory
Stakeholder versus agency theory
The enlightened shareholder versus the stakeholder-inclusive approach
Institutional theory
The evolving framework of corporate governance
Illustration 1.1: ACCA Corporate Governance and Risk Management Principles (2008)
Academic research: The frontiers of corporate governance research
Figure 1.1 Framework of accounting and finance corporate governance literature.
Chapter summary
Questions for reflection and discussion
Chapter 2 The Impact of Corporate Governance Weaknesses and Failure
Aims and Objectives
Introduction
The collapse of Enron
Laying the foundations
Glittering success
Early worries
Signs of distress
The fall . . . and fall . . . of Enron
Creative accounting at Enron and its impact on the accounting profession
The aftermath
The trial and the human dimension
A reflection on the corporate governance problems in Enron
The ‘European Enron’: Parmalat
Corporate governance failure in Parmalat
The collapse of the world’s banking sector and governance failure
Illustration 2.1: Ethics, banking and governance
Learning from the crisis: Identifying corporate governance failures
Chapter summary
Questions for reflection and discussion
Chapter 3 Corporate Governance Reform in the UK
Aims and Objectives
Introduction
Illustration 3.1: The Maxwell affair 1991
Figure 3.1 The UK experience.
The Cadbury Report 1992
The Greenbury Report 1995
Illustration 3.2: Fat cats at British Gas 1995
The Hampel Report 1998
Illustration 3.3: The fall of Barings 1995
The Turnbull Report 1999
The Higgs Report 2003
The Tyson Report 2003
The Smith Report 2003
Revised Guidance on Audit Committees 2008
Redraft of the Combined Code 2003, revised 2006
Pension Scheme Governance – Fit for the 21st Century: A discussion paper from the National Association of Pension Funds (NAPF) 2005
Internal Control: Revised Guidance for Directors on the Combined Code 2005
Further Revision of the Combined Code 2008
The Turner Review 2009
The Walker Review 2009
The Stewardship Code 2012
The Corporate Governance Code 2012
The Kay Review 2012
Comply or explain
Applying the codes of practice to small companies
Ranking corporate governance initiatives
Why is good corporate governance important?
Corporate governance and corporate performance
Illustration 3.4: Prophetic criticisms of UK corporate governance
A risk perspective on corporate governance
Corporate governance ratings, indexes and links with financial performance
Chapter summary
Questions for reflection and discussion
Chapter 4 The Role of Boards in Corporate Governance
Aims and Objectives
Introduction
Unitary and two-tier board structures
Splitting the role of chairman and chief executive
Research into split roles
The role of non-executive directors in corporate governance
Illustration 4.1: The non-executive director function in the wake of the financial crisis
Illustration 4.2: Initial reactions to Higgs
Research into the role of non-executive directors
Getting the balance right
Who wants the job anyway?
Executive remuneration
Illustration 4.3: Executive remuneration in banks
Illustration 4.4: Bankers called to account and apologize
The High Pay Commission: Cheques with balances
Research into executive remuneration
Illustration 4.5: Fat cats: Leaner or fatter?
Voting on directors’ remuneration
Directors’ training
The weight of directors’ duties
What else can contribute to board effectiveness?
Boardroom diversity
Recipe for a good board
Alternative models for enhancing board effectiveness
Brave new boardrooms?
Addressing the ethical health of boards
Chapter summary
Questions for reflection and discussion
Chapter 5 The Role of Institutional Investors in Corporate Governance
Aims and Objectives
Introduction
The ongoing transformation of UK institutional ownership
A complex web of ownership
Figure 5.1 Chain of share ownership in pension funds.
What do we mean by ‘stewardship’?
The Kay Review (2012): Principles and recommendations
Conflict and pension fund trustees
The growth of institutional investor activism
Figure 5.2 Forms of shareholder activism.
Illustration 5.1: Trust, institutional investment and the Kay Review
Institutional investor voting
Reviewing the impediments to voting shares
Voting on remuneration policy
Illustration 5.2: Fat cat slim
Research into voting by institutional investors
Illustration 5.3: Hypocrisy among investment institutions: Corporate governance activists should carry a wealth warning!
Institutional investors: Engagement and dialogue
Illustration 5.4: The revised Code: A clear mandate for institutional investor activism
Illustration 5.5: Failure of engagement in the financial crisis
Research into engagement with institutional investors
Illustration 5.6: Shareholder activism: Emerging issues
Institutional investor engagement and power
Factors affecting shareholder activism
Shareholder activism and financial performance
Chapter summary
Questions for reflection and discussion
Chapter 6 The Role of Transparency, Internal Control and Risk Management in Corporate Governance
Aims and Objectives
Introduction
Transparency and disclosure
Research into disclosure and corporate governance
Improving transparency: Cutting clutter?
Corporate disclosure and executive remuneration
Corporate disclosure and non-executive directors
Illustration 6.1: Effective corporate governance couched in transparency: Practitioner viewpoint
Developments in governance reporting
The role of internal control, internal audit, external audit and audit committees in effective corporate governance
Corporate governance and risk in the wake of the financial crisis
Turnbull, internal control: A UK perspective
Risk and risk prioritization
An existing implicit framework for internal control
The Turnbull framework for internal control
Figure 6.1 The Turnbull framework for internal control.
The revised guidance on internal control
Box 6.1: Summary of the main revisions to the Turnbull guidance in 2005
Risk disclosure and corporate governance
An ‘ideal’ framework for corporate risk disclosure
Figure 6.2 Possible ingredients of an ideal corporate risk disclosure framework.
Table 6.1 Institutional Investors’ Attitudes towards Corporate Risk Disclosure
Illustration 6.2: The state of corporate risk disclosure
The revised guidelines and corporate risk disclosure
The operating and financial review fiasco
Sarbanes–Oxley and internal control: A US perspective
Dodd–Frank Act
The role of audit in corporate governance
The external audit
Auditor independence
Provision of non-audit services
Rotation of auditors
Research into the effectiveness of the external audit function
The audit committee
Research into the effectiveness of audit committees
The internal audit
Research into the effectiveness of the internal audit function
Chapter summary
Questions for reflection and discussion
Part II Global corporate governance
Chapter 7 An Introduction to Corporate Governance Systems Worldwide
Aims and Objectives
Introduction
Categorizing corporate governance
Insider-dominated systems
Outsider-dominated systems
Table 7.1 Characteristics of Insider and Outsider Systems
Factors influencing corporate governance in an international context
Global convergence in corporate governance
Table 7.2 Corporate Governance Diffusion: First Codes of Practice or Policy Documents in Countries around the World
The OECD principles
The ICGN statement on the OECD principles
The revised OECD principles 2004
The CalPERS principles
The European Union
EU–Asia Corporate Governance Dialogue Conference: Comparing regulatory reforms and market practices
The Commonwealth guidelines
The United Nations Conference on Governance
Corporate governance in the Middle East and North Africa
Andean corporate governance code 2004
Ethical issues in international corporate governance: Controlling bribery and corruption
The outcome of corporate governance convergence
Country studies
Chapter summary
Questions for reflection and discussion
Chapter 8 A Reference Dictionary of Corporate Governance Systems
Aims and Objectives
Argentina
Australia
Bahrain
Bangladesh
Belgium
Botswana
Brazil
Canada
Chile
China
Colombia
Cyprus
Czech Republic
Denmark
Illustration 8.1: Novo Nordisk: One of the top three environmental sustainability reporters in Europe
Egypt
Estonia
Finland
France
Germany
Greece
Hong Kong
Hungary
Iceland
India
Indonesia
Ireland
Italy
Jamaica
Japan
Jordan
Kenya
Latvia
Lebanon
Lithuania
Luxembourg
Macedonia
Malaysia
The Netherlands
New Zealand
Nigeria
Norway
Oman
Pakistan
Peru
The Philippines
Poland
Portugal
Qatar
Romania
Russia
Saudi Arabia
Illustration 8.2: The emerging corporate governance framework in Saudi Arabia
Illustration 8.3: Attitudes of Saudi company management towards corporate governance reform
Singapore
Slovakia
Slovenia
South Africa
Illustration 8.4: Differentiating between accountability and responsibility
South Korea
Illustration 8.5: The influence of culture on corporate governance
Spain
Sri Lanka
Sweden
Switzerland
Taiwan
Thailand
Trinidad & Tobago
Tunisia
Turkey
Uganda
Ukraine
The United States
Venezuela
Chapter summary
Questions for reflection and discussion
Part III Holistic governance
Chapter 9 Corporate Governance and Stakeholder Accountability
Aims and Objectives
Introduction
Illustration 9.1: The growing threat of climate change
Illustration 9.2: Assessing the impact of the UK Company Law Review
Early roots of corporate social responsibility in the UK
Friedman and corporate social responsibility
Does corporate social responsibility improve financial performance?
Illustration 9.3 Enron and ethics
Illustration 9.4: The Mexican Gulf oil spill 2010
Corporate environmental reporting
Illustration 9.5: CERES: The seeds of corporate environmental reporting
Incentives for corporate environmental reporting
Disincentives for corporate environmental reporting
A risk society theory of social and environmental reporting
Users of corporate environmental reporting
Qualitative characteristics of corporate environmental reporting
Elements of corporate environmental reporting
Bearing the cost of corporate environmental reporting
Time period and communication of corporate environmental reporting
The suggested content of corporate environmental reports
Sustainability and a stakeholder perspective
Sustainability reporting
Illustrations of social, environmental and sustainability reporting
Table 9.1 Description of Companies Sampled
Companies’ overall aims of disclosure
Health and safety disclosures
Environmental disclosures
Biodiversity and animal species
Sustainability and economic contributions
Photographic images
Integrated reporting: The dawning of a new reality?
Assurance of social, environmental and sustainability reporting
Stakeholder engagement
Scepticism about stakeholder engagement
A theoretical framework for stakeholder engagement
Stakeholder engagement in challenging international environments
Illustration 9.6: W(h)ither accountability? Striking miners in South Africa
Governance in public and third-sector organizations
Governance in the public sector
Table 9.2 Public Sector Organizations and Their Governance Structure
Figure 9.1 The UK experience: Codes for the public and third sectors.
The Nolan Committee Principles, 1995
The Good Governance Standard for Public Services, 2004
Corporate governance in central government departments
Code of Good Practice, July 2005
Governance in the third sector
Chapter summary
Questions for reflection and discussion
Chapter 10 Responsible Investment
Aims and Objectives
Introduction
Illustration 10.1: Shareholder activism on animal rights: The case of Huntingdon Life Sciences
Illustration 10.2: Backlash against animal rights extremists
Terminology and definitions
Box 10.1 Issues of traditional importance to the ethical investor
From social, ethical and environmental to environmental, social and governance
Box 10.2 Issues associated with ESG investment
From environmental, social and governance to enhanced analytics initiative and extra financials
United Nations Principles of Responsible Investment
The UK Social Investment Forum
The European Social Investment Forum
Some statistics on responsible investment
Responsible investment strategies
Screening
Best in sector
The financial performance of responsible investment
The drivers of responsible investment
Figure 10.1 Drivers of SRI and its role in CSR.
Illustration 10.3: The role of lobby groups in corporate environmental issues: The case of BP Amoco in Alaska
A growing demand for social, ethical and environmental disclosure
Private social and environmental reporting
Private social and environmental reporting: Mythicizing or demythologizing reality?
Impression management in private social and environmental reporting
Private climate change reporting
Responsible investment and an integrated approach to institutional investment
Pension fund trustees and responsible investment
UKSIF Report on Pensions and Responsible Investment
The role of pension fund trustees in climate change
Socially responsible investment in an international context
Socially responsible investment in the USA
Socially responsible investment in Canada
Socially responsible investment in Australia
Socially responsible investment in continental Europe
Socially responsible investment in Japan
Socially responsible investment in South Africa
Chapter summary
Questions for reflection and discussion
Chapter 11 Future Directions for Corporate Governance and Accountability
The future of institutional investor activism
A global convergence in corporate governance
A continuing broadening of the corporate governance agenda: Holistic governance
Has corporate governance reform gone too far? Or has it gone far enough?
Back Matter
Endnotes
Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Chapter 9
Chapter 10
References
Index

 

 

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