Watching the Watchers Corporate Goverance for the 21st Century,9781557868664

Watching the Watchers Corporate Goverance for the 21st Century

by ;
Edition: 1st
ISBN13: 9781557868664
ISBN10: 1557868662
Format: Hardcover
Pub. Date: 1996-10-21
Publisher(s): Wiley
List Price: $74.66

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Summary

No aspect of business or finance has changed more dramatically over the past decade than corporate governance. Until recently it has been unthinkable for a shareholder resolution to be sponsored by an institutional investor, or for a resolution sponsored by an individual investor to get more than 3 per cent of the vote. Suddenly institutional investors are submitting dozens of shareholder resolutions, all with substantial support. Astonishingly, shareholders have been reponsible for the departures of CEOs from the giants of Corporate America - General Motors, weestinghouse, IBM and Kodak.

Author Biography

Robert A. G. Monks and Nell Minow have been at the forefront of shareholders' activism for years, leading shareholder initiatives at companies like Sears, Westinghouse, Kodak, and Borden. They are currently principals in Lens, Inc., a Washington, D.C. investment fund that actively exerts its shareholder right to push for better performance.

Table of Contents

List of cases in point
x
Foreword xii
B. Minoru Makihara
Acknowledgements xiv
Introduction xvii
What Is a Corporation?
1(74)
Definitions
1(1)
Evolution of the Corporate Structure
2(6)
The Purpose of a Corporation
8(3)
The Corporation as a ``Person''
11(1)
The Corporation as a ``Moral Person''
11(3)
The Corporation in Society
14(3)
A Proposal for Change
17(1)
Corporate Power and Corporate Performance
17(4)
Corporate Crime: ``Within the Limits of the Law''
21(8)
Corporations and Government: Co-opting the Market
29(3)
Measuring Performance
32(1)
Balancing Interests
33(5)
Good and Bad Corporations?
38(4)
Equilibrium: The Cadbury Paradigm
42(2)
Measuring Value Enhancement
44(7)
GAAP
51(1)
Market Value
52(1)
Franchise
53(2)
EVA™: Economic Value Added
55(1)
Human Capital: ``It's not what you own but what you know''
55(4)
The Value of Cash
59(1)
Corporate ``Externalities''
59(4)
Non-Economic Considerations in Corporate Management
63(12)
Shareholders: Ownership
75(92)
Definitions
75(1)
Early Concepts of Ownership
76(1)
Early Concepts of the Corporation
77(2)
A Dual Heritage: Individual and Corporate ``Rights''
79(1)
The Re-invention of the Corporation: Eastern Europe in the 1990s
80(2)
The Evolution of the American Corporation
82(4)
The Essential Elements of the Corporate Structure
86(2)
The Separation of Ownership and Control, Part 1: Berle and Means
88(5)
Fractionated Ownership
93(3)
The Separation of Ownership and Control, Part 2: The Takeover Era
96(6)
A Framework for Participation
102(1)
Ownership and Responsibility: No Innocent Shareholder
102(3)
To Sell or Not To Sell: The Prisoner's Dilemma
105(1)
Who the Institutional Investors Are
106(5)
The Biggest Pool of Money in the World
111(8)
Pension Plans as Investors
119(1)
Pension Plans as Owners
120(2)
Public Pension Funds
122(5)
Economically Targeted Investments
127(1)
Federal Employee Retirement System
128(3)
TIAA-CREF
131(1)
Private Pension Funds
132(5)
The Sleeping Giant Awakens: Shareholder Proxy Proposals on Governance Issues
137(5)
Focus on the Board
142(1)
SEC's Proxy Reform
143(2)
Investing in Activism
145(2)
New Models and New Paradigms
147(6)
The ``Ideal Owner''
153(3)
Pension Funds as ``Ideal Owners''
156(1)
Is the ``Ideal Owner'' Enough?
157(10)
Directors: Monitoring
167(58)
A Brief History of Anglo-American Boards
168(1)
Today's Typical Board
169(2)
Board Duties: The Legal Framework
171(2)
The Board-Management Relationship
173(1)
Information Flow
174(5)
The CEO-Chairman
179(1)
Catch 22: The Ex-CEO as Director
180(2)
Director Nomination
182(5)
Director Compensation
187(1)
Interlocks
188(1)
Time and Money
189(2)
The Director's Role in Crisis
191(2)
``Independent'' Outside Directors
193(4)
Director Election
197(1)
Staggered Boards
198(1)
Confidential Voting
199(1)
Impact of the Takeover Era on the Role of the Board
200(1)
The Delaware Factor
201(3)
How Did Boards Respond?
204(4)
The Future of Director Compensation
208(2)
Increasing Independent Directors' Authority
210(6)
Making Directors Genuinely ``Independent''
216(1)
Involvement by Shareholders
217(8)
Management: Performance
225(36)
Introduction
225(2)
What Do We Want from the CEO?
227(1)
Quality: The Value of TQM
227(2)
``Dinosaurs''
229(2)
Executive Compensation
231(5)
Stock Options
236(3)
Restricted Stock
239(1)
Shareholder Concerns: Several Ways to Pay Day
240(1)
Future Directions
241(2)
Employees: Compensation and Ownership
243(6)
Employee Stock Ownership Plans
249(5)
Mondragon and Symmetry: Integration of Employees, Owners, and Directors
254(2)
Conclusion
256(5)
Re-empowering the Shareholders: A Proposed Agenda for Action
261(28)
Introduction
261(28)
Re-empowering the Board: A Proposed Agenda for Action
289(20)
Hugh Parker
Corporate Governance and Corporate Performance
289(2)
The Present State of U.S. Corporate Governance
291(2)
Re-Empowering the Board of Directors
293(1)
Why U.S. Boards are Systemically Ineffectual
294(4)
Toward a Truly Independent and Accountable Board
298(2)
Proposals to Professionalize the Board of Directors
300(9)
International Governance
309(22)
The Global Picture
309(2)
Japan
311(2)
Germany
313(3)
France
316(2)
United Kingdom
318(4)
The European Community: The Goal of ``Harmonization''
322(3)
Australia
325(6)
Index 331

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