乱世出英雄：后安然时代公司治理TOUGHER BOARDS FOR TOUGHER TIMES
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作者： William A. Dimma 著
出 版 社： John Wiley & Sons
出版时间： 2006-12-1字数：版次： 1页数： 254印刷时间： 2006/12/01开本：印次：纸张： 胶版纸I S B N ： 9780470837306包装： 精装内容简介
The Enron disaster was the first of many business scandals that clearly highlighted the current crisis of confidence in corporate leadership. For too long, management and CEOs have held most of the real power. Too many boards acted as little more than complicit pawns, resulting in reckless corporate over-expansion, misguided acquisitions at foolish prices, unwarranted levels of executive compensation, fiddling the books, outright fraud, and bankruptcy. Boards and the directors that serve on them are now under more intense scrutiny than ever before as regulators, institutional investors, and shareholders are demanding a higher standard of corporate directorship.
Tougher Boards for Tougher Times examines the key issues, challenges, and controversies that boards have to face in the brave new world of corporate governance. It examines the changing role of boards and directors in this tense and uncertain world of heightened expectations, failed promises, wholly unacceptable excess, and a growing recognition in many quarters that the stakes are high. This book offers a new model for those who must govern, one in which boards composed predominantly of independent directors are gaining power, demonstrating that they have backbone, and saying NO more often.
Outlines the formidable challenges of contemporary directorship, and offers cautions and clear advice for diligent directors in an increasingly hostile world.
Describes how boards can be part of the solution instead of part of the problem.
Explains how boards can exercise more real power, balance better the distribution of power between managements and boards, and provide tough oversight when necessary in relation to the CEO and management.
Includes extensive coverage on: interpersonal relationships between directors and management, ethics and social responsibility, directors’ liability, similarities and differences between U.S. and Canadian boards, and between governance of corporate and not-for-profit boards, issues to consider before accepting a board invitation, problems associated with leaving a board, and much more.
Features three chapters by contributors with the special expertise to address the extra demands on board committees charged specifically with audit, human resources and compensation, and governance and nominating.
作者简介
William A. Dimma has had a long and distinguished career as a director, serving on fifty-five corporate boards and another forty not-for-profit boards. For over forty years, he has been sought after for the knowledge and understanding he brings to the field of corporate governance, as well as for his dedication to, and passion for, improving the practice of directorship.
目录
Foreword by Bernard R. Wilson
Foreword by Richard E Haskayne
Acknowledgments
Introduction
Part One: The Big Picture
Chapter 1 The Bad/Good Old Days: Business and Governance Over Four Decades
Chapter 2 The Classic Board Dilemma: Individual Competence, Collective Impotence
Chapter 3 Post-Enron Governance: Early Reaction and Flood of Proposals
Chapter 4 The Director with Character
Chapter 5 The Perfect Board Revisited
Part Two: Director Independence
Chapter 6 Director Independence and Definitional Hazards
Chapter 7 Declaration of Independence? Board Composition
Chapter 8 Related Directors: Perception and Reality
Part Three: The Board Chairman
Chapter 9 Differences Between the U.S. and Canada in the Role of Board Chairman. Why?
Chapter 10 Time Demands On Today's Non-Executive Chairman
Chapter 11 A Larger Role for Today's Non-Executive Chairman
Part Four: Board Committees
Chapter 12 The Audit Committee by David IC. Smith
Chapter 13 Compensation Committee Competence and Independence: A Work in Progress by Ken Hugessen
Chapter 14 The Governance and Nominating Committee by Robert J. Harding
Part Five: Executive Compensation
Chapter 15 Senior Executive Compensation
Chapter 16 Stock Options I: Improve Their Utility or Abandon Them
Chapter 17 Stock Options II: Performance Options
Chapter 18 Stock Options III: Directors in the Middle
Part Six: Observations On Several Currently Useful Topics
Chapter 19 A Cautionary Tale: A Case Study of Director Risk
Chapter 20 On the Frankness of Directors When Resigning from Boards
Chapter 21 Miscellaneous Musings
Chapter 22 Corporate and Not-for-Profit Governance: Similarities and Differences
Chapter 23 A Personal Take on Ethics
Part Seven: Some Lessons from Experience
Chapter 24 Directorship: Eleven Easy Lessons Learned the Hard Way
Appendix: Past and Current For-Profit Boards of the Author (1963-2005)
Index
