Preventing Corporate Governance Failure

The key questions that need to be asked in every corporate governance analysis are 'who is running the firm' and 'how is accountability ensured'. When governance breaks down it is because of too much power concentration or not enough accountability or both.

Practitioner or analyst, concerned with the listed firm or the non-listed, the reader of this book will gain a precise understanding of the causes and take away a practical toolbox for preventing future incidents of corporate governance failure.

Auteur
Harry Korine teaches corporate governance at the London Business School and the Hochschule St. Gallen and strategy at INSEAD. He holds B.A. and B.S. degrees from Stanford University, an M.B.A. from UCLA, and a Ph.D. from INSEAD. He has held assistant Professorships on the faculties of the London Business School and the Pennsylvania State University, been an adjunct professor at INSEAD, served on the boards of several companies and worked as an associate at JP Morgan. His publications include "Entrepreneurs and Democracy: A Political Theory of Corporate Governance" (Cambridge University Press, 2008), "When You Shouldn't Go Global", (Harvard Business Review, 2008), "Strong Managers, Strong Owners" (Cambridge University Press, 2014), and "Succession for Change" (Palgrave Macmillan, 2017).

Contenu
Table of Contents
Foreword by the Editor of this Series 5
Overview of the Book 11
Introduction
Chapter 1 It's About Power and Accountability 15
Archetypes of Corporate Governance Failure in Parallel and in Interaction 18
Working with Warning Signs 19
Recommended Reading 21
Archetypes of Corporate Governance Failure Unchecked
Power: Chapters 2-6
Chapter 2 One-Person Rule The Hero Problem 25
One-Person Rule The Warning Signs 27
One-Person Rule In Listed and Non-Listed Firms 32
Conclusion 33
Recommended Reading 34
Chapter 3 Single Shareholder Dominance The Too Much or Too
Little Problem 35
Single Shareholder Dominance The Warning Signs 36
Single Shareholder Dominance In Listed and Non-Listed Firms 41
Conclusion 42
Recommended Reading 42
Chapter 4 Interest Group Hegemony The Ganging Up Problem 43
Interest Group Hegemony The Warning Signs 44
Interest Group Hegemony In Listed and Non-Listed Firms 49
Conclusion 50
Recommended Reading 50
Chapter 5 Absolute Obedience The Shut Up, Do as I Say Problem 51
Absolute Obedience The Warning Signs 52
Absolute Obedience In Listed and Non-Listed Firms 55
Conclusion 55
Recommended Reading 56
Chapter 6 Board of Director Weakness The Lack of
Backbone Problem 57
Board of Director Weakness The Warning Signs 58
Board of Director Weakness In Listed and Non-Listed Firms 60
Conclusion 61
Recommended Reading 61
Archetypes of Corporate Governance Failure Inadequate
Accountability: Chapters 7-11
Chapter 7 Opaque Business Models The Blurry Windshield Problem 65
Opaque Business Models The Warning Signs 67
Opaque Business Models In Listed and Non-Listed Firms 70
Conclusion 71
Recommended Reading 72
Chapter 8 Unsustainable Performance Targets The Big Hairy
Audacious Goal Problem 73
Unsustainable Performance Targets The Warning Signs 74
Unsustainable Performance Targets In Listed and Non-Listed Firms 77
Conclusion 78
Recommended Reading 78
Chapter 9 Counterproductive Incentives The Doing the Wrong
Thing Right Problem 79
Counterproductive Incentives The Warning Signs 80
Counterproductive Incentives In Listed and Non-Listed Firms 83
Conclusion 84
Recommended Reading 84
Chapter 10 Concentrated Risks The All Your Eggs in One
Basket Problem 85
Concentrated Risks The Warning Signs 86
Concentrated Risks In Listed and Non-Listed Firms 89
Conclusion 89
Recommended Reading 90
Chapter 11 Obsolete Control Systems The No Way to Know Problem 91
Obsolete Control Systems The Warning Signs 92
Obsolete Control Systems In Listed and Non-Listed Firms 95
Conclusion 95
Recommended Reading 96
Epilogue
Chapter 12 Towards a Dynamic View of Corporate Governance 99