Companies like Enron, WorldCom, and Siemens have defined the dark side of the corporate world in the 21st century. This timely book is designed to address the diverse requirements of directors and heightened investor awareness, with an intelligent and comprehensive presentation of the structure and practice of boardroom management.

The second edition takes account of recent developments like the Sarbanes–Oxley Act of 2002, codes of conduct promulgated by non-government organizations and institutional investors, debates over the audit committee’s roles and responsibilities, and new cases illustrating the problems facing directors as they negotiate the twin challenges of global competition and social responsibility. It walks readers through the legal and philosophical theories of corporate governance, translates these into practical implications for boardroom practices, and guides managers and directors on how to build their own frameworks for considering ethical and strategic issues that routinely appear in the boardroom. The practical approach is complemented by numerous illustrations and cases at the end of each chapter for discussion and self-appraisal.

Contents:

• How the Firm is Defined and Why is That Important for Directors
• The Relationship between Managers and Shareholders
• The Duties of the Director
• The Non-Executive Director: Key to Board Independence
• The Role of the Chairman of the Board
• The Three Responsibilities of the Chair
• Why is it Important to Talk About Ethics?
• Creating an Ethical Organization
• How to Avoid Common Pitfalls in 'Gray-Area' Decisions
• The Paradoxes of Corporate Governance
• Understanding Power in the Boardroom
• The Principles of Good Structure
• The Principles of Good Process
• The Committee Structure
• The Family Business Board
• The Closely-Held Corporate Board
• The Multinational Subsidiary Board
• Dealing with Takeovers