Corporate governance（MBA系列：公司管制）（原英文版） pdf 在线 2025 epub 免费 书籍 下载

Corporate Governance explores how directors must deal with internal events from strategy formulation to executive compensation, and external events from hostile takeover attempts to shareholder activism.

在亚洲风暴，美国安然事件后，大量财务信息不透明、股东权益受损问题的出现，促使投资大众的注意焦点转向公司的治理水平。著名的麦肯锡管理顾问公司曾经调查指出：好的公司治理可以带来20%以上的额外价值。 本书的作者群来自美国著名的达顿商学院，兼具企管理与商务实践。这使本书切中强化董事会职能这一公司治理核心，从法律、道德和实际运营等多方面来检视董事会功能不够，导致企业效益下降，动荡不安的状况，并从董事会实施有效管理这一关键角度出发，为各行各业的董事、经理人、投资者提供实用而见解不凡的阐述。 事实上，公司治理不仅与高层经理、董事会或监事会直接相关，更与公司投资者的权益体戚与共。通过本书，我们在了解美国公司治理的理论与现实之际，亦可反思国内的公司治理问题。

Preface vii

Acknowledgments xii

Chapter 1 Capitalism,free enterprise,and the corporation

Chapter 2 The legal obligations of directors

Chapter 3 Board organization

Chapter 4 board selection

Chapter 5 The mystique of board meetings

Chapter 6 CEO succession planning,selection,and performance Appraisal

Chapter 7 CEO compensation

Chapter 8 The board-management relationship

Chapter 9 Corporate and capital structures

Chapter 10 Dealing with external pressures

Chapter 11 How directors get into trouble

Chapter 12 Not-for-profit organizations:the differences

Chapter 13 Final thoughts

Notes

Index

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书籍介绍

This is a one-volume, MBA-level course on selecting - and operating as - an effective, constructive board of directors. Accounting "irregularities," lavish payouts to underperforming executives, and other shell-game tactics have led to legitimate questions on the roles and powers of today's director. "Corporate Governance" examines this volatile situation from its legal, ethical, and operational perspectives, and provides useful insights for board members, managers, investors, and others on how directors can help - or hurt - a corporation.Corporate decision makers, active or aspiring board members, and anyone seeking a more thorough understanding of today's governance process can look to "Corporate Governance" for frontline details on: legal and ethical obligations of directors; the board's role in strategy formulation; early warning signs of a board in trouble; a high-quality, diverse board of directors is critical to a corporation's success. Let "Corporate Governance" provide you with a clear-eyed view of the governance process, and arm you with proven guidelines for improving the performance of boards of directors as well as the individuals who compose those boards.Look to "The McGraw-Hill Executive MBA Series" for straight-talking, technique-filled books, written by frontline executive education professors and modeled after the programs of top business schools. Other titles in the series include: "Corporate Strategy"; "Entrepreneurial Management"; "Finance and Accounting for Nonfinancial Managers"; "Managerial Leadership"; "Mergers and Acquisitions"; "Sales Management"; and, "Strategic Marketing Management".Behind each headline of corporate success - or, far too often, collapse - sits a board of directors, charged with overseeing the corporation's growth, long-term vision, and performance under pressure. When they see problems that threaten to derail a corporation, or sense opportunities that can add significantly to a company's performance and profits, the best boards ask questions and demand appropriate answers. Corporate Governance" examines the director's role in today's challenging business environment. Authors John Colley, Jacqueline Doyle, George Logan, and Wallace Stettinius of the University of Virginia's Darden Graduate School of Business draw on their decades of experience as decisionmakers and directors themselves, as well as their academic expertise, to explore the actions boards must take to govern successfully while gaining the trust and confidence of businesspeople and investors.Based on a popular course on governance at the Darden School, this executive-level guide explores: the expanding role of the corporation, and the directors of that corporation, in modern society; the rules and conventions of corporate governance, along with the pitfalls of failing to understand them; strategies for assembling a mix of directors and attributes designed to most benefit the corporation; and, techniques for planning, organizing, and conducting a formalized, results-oriented board meeting. If, when, and how a board should intervene in the management decisions of a corporation Myriad ways in which directors can get into - or avoid - legal and PR trouble Significant governance differences between for-profit and not-for-profit organizations. The corporate director fills one of the most underappreciated, yet essential, roles in today's economy. Discover how that role has evolved and continues to evolve, and ways in which officers, managers, and directors can work together to improve the success of both the corporation and the society it serves, in "Corporate Governance".