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ISBN: 9780195551457

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Corporate Governance

Theories, Principles and Practice

Third Edition

John Farrar


Corporate Governance: Theories, Principles and Practice is a fully updated, comprehensive study of the law and practice of corporate governance in an international setting, with particular reference to Australia & New Zealand. Using plain English and a simple five-part structure, this book details basic concepts, the law, self-regulation, special cases, and international perspectives on corporate governance.
  • New chapters on The Role of Corporate Social Responsibility, Citizenship and Sustainability in Modern Corporate Governance, and Case Studies in Corporate Governance, and more coverage of duties below board level and the gatekeeping role of the professions.
  • Includes the revised ASX Corporate Governance Principles and Recommendations, which came into force on 1 January 2008.
  • Latest high profile cases, legislation and reform proposals.
Preface
List of Figures
List of Tables
Table of Cases
Table of Statutes

Part 1 Basic Concepts

1. The Concept of Corporate Governance
2. A Brief Thematic History of Corporate Governance
3. The Concept of the Corporation
4. The Concept of Corporate Control and its Relevance
5. The Corporation, its Constitution, and Legal Actions: Questions of Risk, Authority, and Liability.

Part 2 The Legal Core
6. Division of Power between the Board of Directors and the General Meeting
7. Meetings
8. The Legal Role of the Board of Directors, Delegation and Reliance and Duties below Board Level
9. Definition of Director & Officer; Appointment, Retirement and Removal of Directors; Rights of Access to Information
10. Duties of Directors and Officers: Overview
11. The Basic Duties to Act in Good Faith in the Best Interest of the Company and for a Proper Purpose
12. The Duty to Avoid Self-Dealing
13. Duties of Care and the Business Judgment Rule
14. Directors’ Duties and Corporate Governance in Troubled Companies
15. Shareholder Rights and Duties
16. Relieving and Protecting Directors
17. Holding Directors Accountable: Remedies of the Company
18. Holding Directors Accountable: Minority Shareholder Remedies
19. Disclosure and the Role of the Auditor
and Audit Committee in Corporate Governance
20. The Australian Securities and Investments Commission and Statutory Penalty Regime, and the Disqualification of Directors in Australia and New Zealand
21. Use and Abuse of Corporate Groups
22. Insider Trading
23. Investigation of Serious Fraud

Part 3 The Self- Regulation Penumbra
24. Key Relationships
25. Determining the Appropriate Roles of the Board and Management
26. The Role of Institutional Investors in Corporate Governance
27. Systems of Self-Regulation

Part 4 Contemporary Issues in Corporate Governance
28. Current Issues in Corporate Governance of Listed Public Companies
29. Corporate Governance and the Judges
30. Corporate Governance in Small and Medium-sized Enterprises
31. Corporate Governance in Not for Profits
32. Corporate Governance in Corporatised Enterprises
33. Business Ethics
34. The Role of Corporate Social Responsibility, Citizenship and Sustainability in Modern Corporate Governance
35. Case Studies in Corporate Governance

Part 5 The Impacts of Globalisation
36. Comparative Corporate Governance Systems: An Overview
37. The Globalisation of Corporate Governance
38. Thinking New Thoughts on Corporate Governance
Appendices

John Farrar , Professor School of Law, University of Waikato, Hamilton, New Zealand