This book present the value school of corporate governance,
outlining a multitude of areas where corporate governance could add
real worth, and showing how this can be put into effect.
No ‘one-size-fits-all’ model emerges as a solution.
Rather, the insights in this book take idiosyncrasies and dynamics
over time into consideration. They consider the main issues and
their real causes, ownership settings, country settings and new
developments in corporate governance research and practice.
* International focus places emphasises on typical patterns,
predicament and solutions instead of national laws.
* Points are illustrated with in-depth case studies and
highlighted learning nuggets.
* Alerts the reader to typical dilemmas and traps in attaining
the goal of value creation, whilst also pointing to promising
avenues forward.
表中的内容
Foreword.
Acknowledgments.
PART 1: INTRODUCTION.
Chapter 1: Corporate governance – beyond the scandals andbuzzwords.
1.1. Every company has a corporate governance.
1.2. The history of corporate governance – a tale of crime andcrises.
1.4. Basic corporate governance institutions.
1.5. The shaping factors of corporate governance.
1.8. Typical dilemmas for the board.
1.9. Corporate Governance and financial performance.
1.10 Where does Corporate Governance add specificallyvalue?.
1.11. The contingent role of boards.
1.12. Case study: Developing Corporate Governance at Highfly Logistics Software – but how?.
1.13. Case study: Did Corporate Governance fail at Swissair?.
1.14. Case study: ABB – Corporate Governance during aturnaround.
Chapter 2: International Corporate Governance – similaritiesacross systems.
2.1. Do international differences matter?.
2.2. Case study: Daimler Chrysler – Corporate Governance dynamicsin a global company.
PART 2: BOARDS’ INTERNAL DYNAMICS.
Chapter 3: Information demand and supply for changing Boardroles.
3.1. Do new board roles require different information.
3.2. Case study: Conflicts of interests at the Board of Khan AG.
3.3. Case study: ICM: When hidden agendas enter the Board room(A).
3.4. Case study: ICM: Hidden agendas in the board room (B).
Chapter 4: Navigating through typical conflictpatterns.
4.1. Are tensions and clashes normal.
4.2. Case study: War at the helm of Elicor.
4.3. Case study: Cobra vs. Commerzbank: Can investors raid theirown company.
Chapter 5: Codes of conduct – the value added beyondcompliance.
5.1. Codes of conduct as a panacea.
5.2. Case study: Boeing hits turbulence: is it worth losing asuccessful CEO for a Code of Conduct.
5.3. Case study: Codes of conduct at Connect U2: Adding value, cost or nothing at all.
Chapter 6: Board evaluation.
PART 3: CORPORATE GOVERNANCE IN SPECIFIC CONTEXTS.
Chapter 7: Corporate Governance dynamics in M&A.
7.1. Why governance as usual is not an option in M&A.
7.2. Case study: The Daimer Chrysler merger: The involvement ofthe boards.
7.3. Case study: Daimler Chrysler Board: after the deal isdone.
Chapter 8: Corporate Governance in and withsubsidiaries.
8.1. Tension fields and central issues.
8.2. Case study: Pharmagroup Int. and fluvera: when subsidiarygovernance means losing competitive ground.
Chapter 9: Corporate Governance in developed versus emergingmarkets.
9.1. The wild, wild East? The wild, wild South.
9.2. Case study: China Prime – Corporate Governance with Chinesetraits.
9.3. Case study: Compania Unidas de Argentina: fight for yourright or vote with your teeth.
9.4. Case study: Starting from scratch: Corporate Governance at South East bank Europe.
Chapter 10: Responsibilities in alternative forms ofgovernance.
10.1. Differences in non-profit organizations.
10.2. Case study: WWF International – A truly world wideorganization.
PART 4: CORPORATE GOVERNANCE IN SPECIAL OWNERSHIPSITUATIONS.
Chapter 11: Corporate Governance in familybusinesses.
11.1. Good news for family firms.
11.2. Case study: Bata shoes organization.
Chapter 12: Corporate Governance dilemmas in private equitycompanies.
12.1. Corporate Governance in private equity firms: can it addvalue.
12.2. Case study: Automotive Machine Tool Gmb H&Co KG: Fromailing Family Business to accelerating Private Equity.
12.3. Case study: Biocast – Welcome to the board. I knew yourthree predecessors well.
12.4. Case study: Asian Car Part holding: sold without theknowledge of the board.
Part 5: Conclusion.
About the authors.
关于作者
Ulrich Steger holds the Alcan Chair of Environmental Management at IMD and is Director of IMD’s research project on Corporate Sustainability Management, CSM. He is also Director of all Daimler Chrysler Partnership Programs, the Allianz Excellence Program and the Yukos Program. In addition, Professor Steger heads IMD’s Global Corporate Governance Research Initiative. He is also a member of the supervisory and advisory boards of several major companies and organizations. He was a member of the managing board of Volkswagen, in charge of environment and traffic matters and, in particular, the implementation of an environmental strategy within the VW group worldwide Before becoming involved in management education, he was active in German politics. He was Minister of Economics and Technology in the State of Hesse with particular responsibility for transport, traffic, and energy. Before that, he was a member of the German Bundestag, specializing in energy, technology, industry, and foreign trade issues.
Wolfgang Amann is a Fellow in Strategic Direction and International Business at Henley Management Centre, UK. He joined Henley from IMD, and has also been visiting fellow at the Wharton School and Indian Institute of Management. Prior to pursuing his Ph D he worked for Daimler Chrysler and subsequently in management consulting. He has directed, delivered and contributed to open and in-company programs and courses on strategy, internationalization and governance in the US, Europe, China and India. His recent case study series on Hindustan Lever in India won the 2006 Oikos sustainability case competition.
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