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.

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