Principles of Contemporary Corporate Governance 4th Edition by Jean Jacques du Plessis; Anil Hargovan; Jason Harris 9781108351928 1108351921

Principles of Contemporary Corporate Governance 4th Edition Jean Jacques Du Plessis – Ebook Instant Download/Delivery ISBN(s):9781108351928, 1108351921

 

Product details:

• ISBN 10: 1108351921
• ISBN 13:9781108351928
• Author: Jean Jacques du Plessis; Anil Hargovan; Jason Harris

Now in its fourth edition, Principles of Contemporary Corporate Governance offers comprehensive coverage of the key topics and emerging themes in private sector corporate governance. It explains both the principles of corporate governance systems and their real-world application in an authoritative and engaging manner. This fully revised and updated text has four parts: basic concepts, board structures and company officers; corporate governance in Australia; corporate governance in international and global contexts; and shareholder activism and business ethics. The coverage of international contexts includes sections on the US, the UK, Canada, South Africa, the EU, the OECD, Germany, Japan, China and Indonesia, plus new sections on New Zealand and India. A new chapter on business ethics and corporate governance presents contemporary discussions on the topic and explores some of the broader legal issues. Principles of Contemporary Corporate Governance is an indispensable resource for business and law students, academic researchers and practitioners

Table contents:

Part 1 Basic concepts, board structures and company officers
1 The concepts of ‘corporate governance’ and ‘essential’ principles of corporate governance
1.1 The meaning of corporate governance
1.1.1 Generally
1.1.2 Origins of the corporate governance debate and some corporate governance and corporate law the
1.1.3 Proposed definition of ‘corporate governance’
1.2 ‘Essential’ principles of corporate governance
1.3 Is ‘good corporate governance’ important and does it add value?
1.4 Are corporate governance models converging?
1.5 Conclusion
2 Stakeholders in corporate governance and corporate social responsibility
2.1 Introduction
2.2 Stakeholders in the corporation: An overview
2.2.1 What is a stakeholder?
2.2.2 Discussion of stakeholders
2.2.2.1 Shareholders
2.2.2.2 Employees
2.2.2.3 Creditors
2.2.2.4 Customers
2.2.2.5 The community
2.2.2.6 The environment
2.2.2.7 Government
2.2.2.8 All stakeholders have vested interests in the sustainability of corporations
2.3 Stakeholders’ interests and the corporation: The role of the law
2.3.1 The Australian position
2.3.2 Overseas position: A snapshot
2.3.2.1 OECD
2.3.2.2 European Union (EU)
2.3.2.3 United States
2.3.2.4 United Kingdom
2.3.2.5 Canada
2.4 Stakeholder interests, good governance and the interests of the corporation: A mutual relationsh
2.4.1 General analysis
2.4.2 Case study of James Hardie’s asbestos compensation settlement
2.4.2.1 Impetus for the corporate restructure
2.4.2.2 Key features of the separation plan
2.4.2.3 Public announcement of the separation plan
2.4.2.4 Scheme of arrangement and relocation to The Netherlands
2.4.2.5 Jackson Report and its significance
2.4.2.6 Aftermath
2.5 CSR and directors’ duties
2.6 Conclusion
3 Board functions and structures
3.1 Higher community expectations of directors
3.1.1 Initially low standards of care, skill and diligence expected of directors
3.1.2 Legal recognition of changed community expectations of directors
3.2 The organs of governance
3.3 Board functions
3.4 Board structures
3.5 Conclusion
4 Types of company directors and officers
4.1 Overview
4.2 Definition of ‘director’
4.2.1 De jure and de facto directors covered
4.2.2 Shadow directors
4.2.3 Nominee directors
4.3 Definition of ‘officer’
4.3.1 Statutory definition
4.3.2 Senior employees and senior executives as ‘officers’
4.3.3 Middle management as ‘officers’?
4.4 Types of company officer
4.4.1 Executive and non-executive directors
4.4.2 Independent non-executive directors
4.4.3 Lead independent directors or senior independent directors
4.4.4 The managing director, managing directors, the chief executive officer (CEO), executive direct
4.4.5 Chairperson
4.4.6 Alternate director
4.4.7 Secretary
4.5 Training and induction of directors
4.5.1 Training
4.5.2 Induction
4.6 Ethical behaviour of directors
4.7 Remuneration of directors and executives
4.7.1 A controversial and politically sensitive issue
4.7.2 Disclosure of remuneration and emoluments in Australia
4.7.3 Some provisions of the ASX CG Principles and Recommendations dealing with remuneration
4.7.4 Further measures to counter excessive remuneration of directors and executives
4.8 Board diversity
4.8.1 Another controversial and politically sensitive issue
4.8.2 Gender diversity and quota legislation
4.8.3 Quota legislation
4.8.4 Developments regarding gender quotas at the European Union (EU) level
4.8.5 Impact of women in the corporate world
4.9 Conclusion
Part 2 Corporate governance in Australia
5 Regulation of corporate governance
5.1 Overview
5.2 Regulation generally
5.3 Objectives in regulating corporate governance
5.4 Sources of regulation in Australia
5.4.1 ‘Hard law’
5.4.1.1 Statutory regulation – corporate law
5.4.1.2 Statutory regulation – other than corporate law
5.4.1.3 ‘Corporate governance and the judges’ – the place of judge-made law
5.4.2 ‘Hybrids’
5.4.2.1 ASX Listing Rules
5.4.2.2 ASX CG Principles and Recommendations
5.4.2.3 Accounting standards
5.4.2.4 Auditing standards
5.4.3 ‘Soft law’
5.4.4 The role of market forces
5.5 Towards a regulatory framework for the effective supervision of financial markets in Australia
5.5.1 G20/OECD guidelines for achieving an effective governance framework
5.5.2 Division of responsibilities between the ASX and ASIC
5.6 Conclusion
6 The role of the regulators: ASIC and the ASX
6.1 Introduction
6.2 The Australian Securities and Investments Commission (ASIC)
6.2.1 Overview
6.2.2 Statutory powers under the ASIC Act
6.2.3 The role of ASIC in corporate governance
6.2.4 ASIC enforcement patterns
6.3 The Australian Securities Exchange Ltd (ASX)
6.3.1 Slow to get out of the blocks
6.3.2 Rapid change in attitude since the end of 2002
6.3.3 ASX CG Principles and Recommendations
6.3.3.1 Changes
6.3.3.2 Structure
6.3.3.3 Recommendations
6.3.3.4 The roles of and relationship between the ASX and ASIC
6.4 Conclusion
7 Accounting governance
7.1 Overview
7.2 Impetus for CLERP 9: Responding to corporate collapses
7.3 Key CLERP 9 reforms
7.3.1 Audit reform
7.3.2 Corporate disclosure
7.3.2.1 Remuneration of directors and executives
7.3.2.2 Financial reporting
7.3.2.3 Continuous disclosure
7.3.2.4 Shareholder participation
7.3.3 Miscellaneous reforms
7.3.3.1 Officers, senior managers and employees
7.3.3.2 Enforcement
7.3.3.3 Proportionate liability
7.4 Accounting standards
7.5 Conclusion
8 Auditors and audits
8.1 Introduction: The audit role and where it fits into corporate governance
8.1.1 Overview of the audit role
8.1.2 The link between the audit role and corporate governance
8.2 CLERP 9 changes to the audit role
8.3 Auditor independence
8.3.1 Overview of rationale behind independence requirement
8.3.2 General requirement for auditor independence
8.3.3 Meaning of ‘conflict of interest situation’
8.3.4 Disclosing and resolving conflicts
8.3.5 Specific independence requirements – minimising conflicts of interest through employment and
8.3.6 Auditor rotation
8.3.7 Disclosure of non-audit services
8.4 Auditors and the AGM
8.5 Auditors’ duties
8.6 Reducing the legal exposure of auditors
8.6.1 Overview of auditors’ liability
8.6.2 Registration of audit companies
8.6.3 Proportionate liability
8.7 Qualifications of auditors
8.8 Uniform auditing standards
8.9 Audit oversight
8.10 Audit committees
8.11 Conclusion
9 Directors’ duties and liability
9.1 Introduction
9.2 Part 9.4B: Civil penalty provisions or pecuniary penalty provisions
9.2.1 Overview
9.2.2 The civil penalty provisions
9.2.2.1 Section 180: Duty of care and diligence – civil obligation
Business judgment rule
Delegation and reliance
9.2.2.2 Section 181: Duty of good faith – civil obligation
9.2.2.3 Sections 182 and 183: Duty not to use position or information to gain personally or cause de
9.2.2.4 Part 2E: Duty relating to related-party transactions
9.2.2.5 Parts 2M.2 and 2M.3: Duty relating to requirements for financial reports
9.2.2.6 Part 5.7B: Duty to prevent insolvent trading
Reasonable expectation of solvency (section 588H(2))
Reasonable reliance on others providing the information on the solvency of the company (section 588H
Illness or some other good reason resulting in absence from management (section 588H(4))
Reasonable steps to prevent the company from incurring any debts (section 588H(5))
9.2.2.7 Reform of insolvent trading
9.2.2.8 Chapter 5C: Duties relating to managed investment schemes
9.2.2.9 Chapter 6CA: Duty relating to continuous disclosure
9.2.2.10 Insider trading
9.2.2.11 Relief from civil liability
9.3 Case studies regarding civil penalty provisions or pecuniary penalty provisions
9.3.1 Overview
9.3.2 ASIC v Adler (2002) 41 ACSR 72
9.3.2.1 Summary of the facts
9.3.2.2 Contraventions of civil penalty provisions
Related party transactions (Chapter 2E)
Financial assistance (Part 2J.3)
Duty of care and diligence (section 180)
Duty of good faith (section 181)
Use of position to gain advantage for oneself or another or to cause detriment to the corporation (s
Improper use of information (section 183)
9.3.2.3 Court orders
9.3.3 ASIC v Macdonald (No 11) (2009) 256 ALR 199 – James Hardie litigation
9.3.3.1 Background and summary of the facts
9.3.3.2 Legal issues
9.3.3.3 Judicial decisions and the significance of the litigation
Non-executive directors
Chief executive officer
General counsel
Chief financial officer
9.3.3.4 Court orders
9.3.4 ASIC v Rich (2009) 75 ACSR 1
9.3.4.1 Background and basic facts
9.3.4.2 Legal issue
9.3.4.3 The decision and its significance
Directors’ duty of care and diligence and the business judgment rule
Judicial criticism of ASIC’s case management
9.4 Conclusion
10 Enforcement of directors’ duties
10.1 Introduction
10.2 The statutory derivative action: Part 2F.1A
10.2.1 The case for introducing a statutory derivative action
10.2.2 Eligible applicants
10.2.3 Cause of action
10.2.4 Leave of court required to institute the action
10.3 Oppressive conduct of affairs: Part 2F.1
10.3.1 Types of conduct covered
10.3.2 Who may apply for relief
10.3.3 Nature of relief available
10.4 Section 1324 injunctions
10.4.1 Introduction
10.4.2 Section 1324(1)
10.4.3 The court’s discretion
10.4.4 Remedies in particular
10.5 Criminal liability of directors
10.5.1 The importance of the criminal sanction in corporations law
10.5.2 Selected criminal offences directors and other officers can commit under the Corporations Act
10.5.2.1 General
10.5.2.2 Specific offences for breaches of duties
10.6 Conclusion
Part 3 Corporate governance in international and global contexts
11 Corporate governance in the United States, the United Kingdom, New Zealand, Canada, South Africa
11.1 Introduction
11.2 United States (US)
11.2.1 Background to the corporate governance debate in the US
11.2.2 The American Law Institute’s involvement in the corporate governance debate
11.2.2.1 Basic aims of the project
11.2.2.2 Impact and importance of the project
11.2.2.3 Some of the key aspects addressed
11.2.3 The Securities Exchange Commission (SEC)
11.2.4 The Sarbanes-Oxley Act of 2002 – the US response to collapses such as Enron and WorldCom
11.2.4.1 Backdrop
11.2.4.2 Aims and objectives
11.2.4.3 Some perspectives on SOX and its effects
11.2.5 NYSE: Sections 303 and 303A – corporate governance rules
11.2.5.1 Background
11.2.5.2 Summary of the most important NYSE corporate governance rules
11.2.6 The Dodd-Frank Wall Street Reform and Consumer Protection Act 2010 (the Dodd-Frank Act)
11.2.7 Future reforms of financial regulation
11.3 United Kingdom (UK)
11.3.1 The development of corporate governance in the UK
11.3.2 The Cadbury Report and codes of best practice
11.3.3 The role of the Financial Reporting Council (FRC)
11.3.4 The UK approach to corporate governance
11.3.4.1 The ‘comply or explain’ principle
11.3.5 Corporate Governance Codes in the UK from 1992 to 2016
11.3.6 The Stewardship Code
11.3.7 The Corporate Governance Code for SMEs
11.3.8 Corporate culture
11.4 New Zealand
11.4.1 Background and history of corporate governance in New Zealand
11.4.2 Financial Markets Authority corporate governance in New Zealand: principles and guidelines (F
11.4.3 NZX Corporate Governance Best Practice Code (NZX Code)
11.4.4 New Zealand Corporate Governance Forum (NZCGF) Guidelines (Forum Guidelines)
11.4.5 Institute of Directors’ Code of Practice for Directors (IOD Code)
11.4.6 The Companies Act 1993 (NZ)
11.5 Canada
11.5.1 Overview
11.5.2 Regulatory environment
11.5.3 National Policy 58–201: Corporate governance guidelines
11.5.4 National Instrument 58–101: Disclosure of corporate governance practices
11.5.5 National Instrument 52–110 and Companion Policy 52–110CP: Audit committees
11.5.6 Future directions
11.6 South Africa
11.6.1 Introduction
11.6.2 The King III (2009) and IV (2016) Reports
11.6.3 The Companies Act 71 of 2008
11.6.4 Corporate social responsibility (CSR) and South African company law
11.6.5 Conclusions on South Africa
11.7 India
11.7.1 Introduction
11.7.2 Regulatory framework for corporate governance
11.7.3 Background to the Companies Act 2013
11.7.4 Development of Corporate Governance Code and Clause 49 in the Listing Agreement
11.7.5 Statutory provisions
11.7.6 Impact of Satyam
11.7.7 Companies Act 2013
11.7.8 Reforms brought by SEBI
11.7.9 Conclusions on India
11.8 Conclusion
12 Corporate governance in the EU, the G20/OECD Principles of Corporate Governance, and corporate go
12.1 Introduction
12.2 European Union (EU)
12.2.1 Enhancing corporate governance
12.2.2 The European Corporate Governance Forum (ECGF)
12.2.3 The EU single market
12.2.4 The significance of continued EU corporate governance harmonisation
12.2.5 Recent harmonisation initiatives legalised through EU Directives
12.2.6 Reflection
12.3 G20/OECD Principles of Corporate Governance
12.3.1 Background
12.3.2 Broad aims and application
12.3.3 Structure
12.3.4 Ensuring the basis for an effective corporate governance framework
12.3.5 Disclosure and transparency
12.3.6 Conclusions on G20/OECD Principles
12.4 Germany
12.4.1 Background to the corporate governance debate
12.4.2 The German Corporate Governance Code (GCGC)
12.4.2.1 Background to adoption
12.4.2.2 Structure and explanatory nature of the Code
12.4.2.3 Some noteworthy provisions of the Code
12.4.3 Employee participation at supervisory board level – codetermination
12.4.4 The German board structure
12.4.5 Conclusions on Germany
12.5 Japan
12.5.1 Introduction
12.5.2 Historical transformations in Japanese corporate law and practice
12.5.3 Japanese corporate forms and internal governance mechanisms
12.5.3.1 Overview
12.5.3.2 The board of directors and choice in governance structures
12.5.3.3 Directors’ duties and derivative actions
12.5.4 Shareholder versus bank finance
12.5.4.1 Overview
12.5.4.2 Takeover regulation
12.5.4.3 New firms in the IPO market
12.5.4.4 Main banks
12.5.5 Core employees
12.5.6 Conclusions on Japan
12.6 China
12.6.1 Introduction
12.6.2 Government and legislation
12.6.3 Corporate entities
12.6.3.1 State-owned enterprises
12.6.3.2 Foreign investment enterprises
12.6.3.3 The private sector and companies under the Company Law
12.6.4 Corporate governance – issues and resolutions
12.6.5 Controlling the board of directors and the managers – the supervisory board
12.6.6 Increasing the duties of directors
12.6.7 Independent directors
12.6.8 Committees
12.6.9 Controlling shareholders and protection for minority shareholders under the Company Law
12.6.10 Disclosure requirements
12.6.11 Imposing additional requirements on the sponsors of public offerings
12.6.12 Higher standards of accounting and internal control – Basic Norms for Internal Control of
12.6.13 Direct intervention – the case of dividends
12.6.14 Enforcement
12.6.15 Consequences of breach
12.6.16 Conclusions on China
12.7 Indonesia
12.7.1 Introduction
12.7.2 The national code of corporate governance
12.7.3 The Indonesian two-tier board model
12.7.3.1 The general meeting of shareholders (GMS)
12.7.3.2 The direksi
12.7.3.3 The dewan komisaris
12.7.4 Corporate governance ‘champions’
12.7.4.1 Banking companies
12.7.4.2 State-owned enterprises
12.7.4.3 Insurance companies
12.7.5 Some core features of the Indonesian corporate governance model
12.7.5.1 Independent commissioner/s
12.7.5.2 The supporting committees of the dewan komisaris
12.7.5.3 Internal and external auditors
12.7.5.4 Risk management
12.7.5.5 Business ethics and anti-corruption
12.7.5.6 Sharia supervisory board
12.7.5.7 Some additional requirements for members of direksis
12.7.6 Conclusion on Indonesia
12.8 Conclusion
Part 4 Shareholder activism and business ethics
13 Shareholder activism
13.1 Introduction
13.2 What is shareholder activism?
13.3 What attracts shareholder activism?
13.4 Does shareholder activism add value?
13.5 Characteristics of shareholder activism
13.6 Internal activism
13.6.1 Overview
13.6.2 Obtaining information
13.6.3 Convening members’ meetings
13.6.4 Distributing information to members
13.6.5 Voting at members’ meetings
13.7 Court action
13.7.1 Individual actions
13.7.2 Class actions
13.8 Case studies
13.9 Conclusion
14 Business ethics and corporate governance
14.1 Introduction
14.2 The case for business ethics
14.2.1 The significance of the modern corporation
14.2.2 What are business ethics?
14.3 The causes of ethical problems
14.3.1 Bad apples
14.3.1.1 A case study of the HIH collapse
14.3.1.2 Managing bad apples
14.3.2 Bad cases
14.3.2.1 A case study of the LIBOR scandal
14.3.2.2 Managing bad cases
14.3.3 Bad barrels
14.3.3.1 A case study of the GM ignition switch
14.3.3.2 Managing bad barrels
14.4 Mechanisms that regulate business ethics
14.4.1 Legal consequences
14.4.2 Market mechanisms
14.4.3 Disclosure
14.4.4 Gatekeepers
14.4.5 Whistleblowers
14.5 Organisation-level approaches
14.5.1 Leadership
14.5.2 Corporate culture
14.5.3 Codes of conduct
14.5.4 Structures
14.5.5 Complaints handling
14.6 Conclusion

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