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
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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)
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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