Corporate Governance

Kevin Keasey is Professor of Finance and the Director of the International Institute of Banking and Financial Services, Leeds University Business School, The University of Leeds. Kevin is an author of 10 books, monographs and edited volumes on small firm finance, corporate governance and financial markets, and is the author of over 75 refereed articles in leading international journals. His research covers a range of disciplinary perspectives and methodologies from the empirical to the experimental. Steve Thompson is currently a professor in Nottingham University Business School, having previously held positions in economics departments and business schools in the UK, the USA and Ireland.  He has published approximately 100 articles in economics and business journals that include Review of Ecomomics and Statistics, European Economic Review, Journal of Monetary Economics, Journal of Industrial Economics, Strategic Management Journal, and the Journal of Management StudiesMike Wright is Professor of Financial Studies and Director of the Centre for Management Buy-out Research at Nottingham University Business School. He is a visiting professor at INSEAD, Erasmus University and University of Siena and an editor of Journal of Management Studies. He is the author of over 25 books and more than 200 papers in academic journals in the areas of corporate governance and restructuring, venture capital, management buy-outs and entrepreneurship.

“The closely argues material is relevant for students studying the subject on undergraduate or post-graduate programmes” (Professional Manager, July 2005)

• About the contributors xi 1 Introduction (Kevin Keasey, Steve Thompson and Mike Wright).Introduction.Alternative perspectives on corporate governance.Background to corporate governance reform.Governance reforms: the early days.New perspectives from the 1990s.The volume’s contents.Notes.References.2 The Development of Corporate Governance Codes in the UK (Kevin Keasey, Helen Short and Mike Wright).Introduction.Corporate governance in the UK – definitions and framework.The evolution of policy recommendations – from Cadbury to Hampel.The evolution of governance policy – from Combined Code I to Combined Code II.Overview of policy evolution.Conclusion.Notes.References.3 Financial Structure and Corporate Governance (Robert Watson and Mahmoud Ezzamel).Introduction.Capital structure and financial risk.Does capital structure matter?The agency costs of debt.Employees as residual claimants.Notes.References.4 Institutional Shareholders and Corporate Governance in the UK (Helen Short and Kevin Keasey).Introduction.Institutional shareholdings in the UK.General overview of the objectives and incentives of institutions.The willingness and ability of institutions to intervene in the governance of corporations.Methods of intervention.Governance by institutional shareholders: empirical evidence.Summary and conclusions.Notes.References.5 Boards of Directors and the Role of Non-executive Directors in the Governance of Corporations (Mahmoud Ezzamel and Robert Watson).Introduction.The corporate form, governance and the board of directors.The UK’s governance by disclosure.Conclusions.Notes.References.6 Executive Pay and UK Corporate Governance (Alistair Bruce and Trevor Buck).Introduction.Executive pay and corporate governance in the UK: an overview.The empirical analysis of executive pay.Executive pay evolution in the UK.Performance indicator(s).Further discretionary elements in LTIP design.Mix of remuneration components.Disclosure.Conclusions.References.7 Compensation Committees and Executive Compensation: Evidence from Publicly Traded UK Firms (Rocio Bonet and Martin J. Conyon).Introduction.Compensation committees and executive pay.Prior literature.New data and results.Discussion and conclusion.Notes.References.8 The Governance Role of Takeovers (Noel O’Sullivan and Pauline Wong).Introduction.Takeovers and company performance.The likelihood of takeover success.Post-acquisition performance.Management turnover subsequent to takeover.The consequences of takeover failure.Conclusions.References.9 Governance and Strategic Leadership in Entrepreneurial Firms (Catherine M. Dalton, Patricia P. McDougall, Jeffrey G. Covin and Dan R. Dalton).Introduction.Governance and strategic leadership do matter.CEOs/Founders.CEO duality.Top management teams.Boards of directors.Venture capitalists.Discussion: an opportunity lost.Conclusion.References.10 Corporate Governance: The Role of Venture Capitalists and Buy-outs (Mike Wright, Steve Thompson and Andrew Burrows).Introduction.Theoretical issues.Empirical evidence.Conclusions.Notes.References.11 Explaining Western Securities Markets (Mark J. Roe).Introduction.The argument: corporate law as propelling diffuse ownership.Corporate law’s limits.Data: political variables as the strongest predictor of ownership separation.Conclusion: politics and corporate law as explanations for securities markets.Notes.References.12 International Corporate Governance (Diane K. Denis and John J. McConnell).Introduction.First generation international corporate governance research.Second generation international corporate governance research.Convergence in corporate governance systems.Conclusion and directions for future research.Notes.References.13 Corporate Governance in Germany (Marc Goergen, Miguel C. Manjon and Luc Renneboog).Introduction.Ownership and control.Internal corporate governance mechanisms.External corporate governance mechanisms.The recent evolution of corporate governance regulation and stock exchange structures.Conclusion.Notes.References.14 Network Opportunities and Constraints in Japan’s Banking Industry: A Social Exchange Perspective on Governance (William P. Wan, Robert E. Hoskisson, Hicheon Kim and Daphne Yiu).Introduction.Japan’s main bank system.A social exchange approach to Japan’s banking networks.Opportunities and constraints in Japan’s banking networks.Implications and conclusion.Notes.References.15 Analysing Change in Corporate Governance: The Example of France (Mary O’Sullivan).Introduction.Understanding systems of corporate governance.The ownership and financing of French corporations.Implications for French corporate governance.The role of structure in corporate governance.Conclusion.Notes.References.16 Ownership and Control of Chinese Public Corporations: A State-dominated Corporate Governance System (Guy S. Liu and Pei Sun).Introduction.Overview of the Chinese corporate governance system.Ultimate ownership, intermediate shareholding classes, and their relation to corporate performance.The evolution of ownership and control and its determinants.Concluding remarks.Notes.References.17 Corporate Governance in Transition Economies (Mike Wright, Trevor Buck and Igor Filatotchev).Introduction.Corporate governance and differing privatisation approaches in transition economies.Corporate governance in transition economies.Post-privatisation governance.Studies of the effects of different ownership and governance forms.Conclusions.Notes.References.Index.