Global Dimensions of Corporate Governance

Yadong Luo holds the Emery Findlay Distinguished Chair in Graduate Business Studies and is Professor of Management in the School of Business Administration, University of Miami. He is the author of a dozen books and over 100 refereed journal articles. His research interests include global corporate strategy, global corporate governance, foreign direct investment, international joint ventures, and management in emerging economies.

“ In the context of international business, the complexities of corporate governance increase manifold. With this book, Luo presents the analytical frameworks, managerial insights and practical examples necessary to come to grips with the key issues. The text is a ‘must-read’ for anyone seriously interested in the role of corporate governance in international business.”Bodo Schlegelmilch, University of Vienna

• Preface. Acknowledgments.1. Corporate Governance in International Business: Concepts and Mechanisms.Executive Summary.Defining Corporate Governance in a General Context.Understanding Corporate Governance in MNCs.Corporate Governance Differences between MNCs and Domestic Firms.Mechanisms of Corporate Governance.Market-based governance.Culture-based governance.Discipline-based governance.Case Example 1.1: Mickey Mouse Gets Trapped?.References and Further Readings.2. Corporate Governance Across Borders: Comparison and Analysis.Executive Summary.Why Corporate Governance Varies Across Nations.Corporate Governance under the Anglo-Saxon System.Corporate Governance in Continental Europe.Corporate governance in Germany.Corporate governance in France.Corporate governance in other continental Europe.Italy.Spain.The Netherlands.Corporate Governance in Japan.Family-Centered Corporate Governance in Asia.Corporate governance in Singapore.Corporate governance in Hong Kong.Corporate Governance in Transition Economies.Overview.Corporate governance in China.Corporate governance in Russia.Case Example 2.1: Eurotunnel in France.References and Further Readings.3. Corporate Governance in Global Operations: Design and Actions.Executive Summary.Corporate Governance in Global Operations: An Overview.Global operations influence corporate governance.Agency and information-processing logic.Globalization Scale and Corporate Governance.Foreign Responsiveness and Corporate Governance.Global Competition and Corporate Governance.International Experience and Corporate Governance.Evidence on the Effects of Global Operations on Corporate Governance.Case Example 3.1: Globalization and Governance at Siemens.References and Further Readings.4. Corporate Governance at Multilevels: The Parent–Subsidiary Link.Executive Summary.Multilevel Corporate Governance in MNCs.Defining multilevel corporate governance.Understanding multilevel links.Corporate Governance and Subsidiary Roles.Subsidiary roles and governance design.Corporate strategies and governance design.Managerial Governance in Global Business.Case Example 4.1: Parent and Subsidiary Boards at Volkswagen.References and Further Readings.5. Corporate Governance and Accountability in MNCs.Executive Summary.Corporate Accountability in MNCs.The Link between Governance and Accountability in MNCs.Financial Reporting Accountability and International Expansion.Governance System Transparency and International Expansion.Case Example 5.1: Corporate Accountability in Hoya and Tenjin of Japan.Case Example 5.2: Corporate Accountability in European MNCs.Case Example 5.3: Corporate Accountability in General Electric.References and Further Readings.6. Corporate Governance and Anti-Corruption in Global Business.Executive Summary.Corporate Governance and Anti-Corruption.Corruption Practices and Properties.Taxonomy of Corruption in International Business.Corruption and Organizational Environment.Task environments.Institutional environments.Corruption and Organizational Behavior.System malfeasance.Procedural malfeasance.Categorical malfeasance.Structural malfeasance.Corruption and Organizational Consequences.Evolutionary hazard.Strategic impediment.Competitive disadvantage.Organizational deficiency.Corruption and Organizational Architecture.Corporate culture.Organizational structure.Compliance system.Conduct code.Compliance program.Case Example 6.1: Riga Corporation: Collection or Corruption?.References and Further Readings.7. Corporate Governance and Social Responsibilities in International Business.Executive Summary.Concept and Importance of Corporate Social Responsibility.Concept of corporate social responsibility.Importance of corporate social responsibility.Corporate Social Responsibility in International Business.Corporate Governance and Social Responsibility in International Business.Improving Corporate Social Responsibility in International Business.Following global guidelines and mandates.Redefining corporate values.Implementing corporate ethics programs.Understanding the stakeholders’ needs.Fortifying organizational credibility.Reformulating board roles.Formulating a viable sustainability program.Undertaking CSR auditing and assessment.Case Example 7.1: Shell’s Brent Spar Project.References and Further Readings.Appendix 1: The Code of Best Practice – The Cadbury Report.Appendix 2: Summary of Sarbanes–Oxley Act of 2002.Appendix 3: The OECD Guidelines for Multinational Enterprises.Appendix 4: Sample Company Policies and Procedures Relating to the Foreign Corrupt Practices Act in the United States.Appendix 5: OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.Index