The duties and liabilities of the board of directors

Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: International corporate governance. Compensation, equity ownership, incentives, and the labor market for CEOs. Optimal board structure, tradeoffs, and consequences. Governance, organizational strategy, business models, and risk management. Succession planning. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions. The authors (both of the Corporate Governance Research Program at the Stanford School of Business) have written this book on corporate governance for practitioners and aspiring practitioners interested in improving governance. They address governance choices relevant to the duties and liabilities of directors; selection, compensation, and removal of directors; structure of the board of directors; organizational strategy, business models, and risk management; the executive labor market and executive succession planning; executive compensation and incentives; executive equity ownership; financial reporting and external audit; institutional shareholders and activist investors; and corporate governance ratings. For each issue, they describe potential benefits and costs, review the research evidence, and present conclusions. Annotation ©2011 Book News, Inc., Portland, OR (booknews.com) This Element is an excerpt from Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (9780132180269) by David Larcker and Brian Tayan. Available in print and digital formats. A primer on what corporate board members should be doing: expert guidance on advisory and monitoring functions, compliance, fiduciary duty, independence, and more. When asked what areas directors should pay most attention to, other than profitability and shareholder value, directors list future growth, risk management, and development of human capital as top priorities. Other areas of focus include cultural development, executive compensation, and compliance. Still, some evidence indicates that directors prefer advisory functions to monitoring functions... Introduction to corporate governance International corporate governance Board of directors : duties and liability Board of directors : selection, compensation, and Removal Board of directors : structure and consequences Organizational strategy, business models, and risk Management Labor market for executives and CEO succession Planning Executive compensation and incentives Executive equity ownership Financial reporting and external audit The market for corporate control Institutional shareholders and activist investors Corporate governance ratings Summary and conclusions. This comprehensive reference presents all the knowledge, models, and frameworks needed to implement and sustain superior corporate governance. Writing for directors, officers, and other stakeholders, two leading experts synthesize current research, covering compensation, CEO labor markets, board structure, succession, risk, international governance, reporting, audit, institutional and activist investors, governance ratings, and much more Corporate Governance Matters brings together comprehensive information for directors and others seeking to improve corporate governance. Writing specifically for practitioners, the authors thoroughly examine the choices available in designing governance systems, explaining what is known about how these choices impact organizational performance