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Corporate Governance and Ethics

Book Description

Colleges and universities play an important role in training competent and ethical future academic and business leaders. In today's global business environment, with volatile worldwide capital markets and eroded investor confidence in corporate accountability, the demand for effective corporate governance and ethical conduct in ensuring reliable financial information is higher than before. This book is intended to develop an awareness and understanding of the main themes, perspectives, frameworks, concepts, and issues pertaining to corporate governance and business ethics from historical, global, institutional, commercial, best practices, and regulatory perspectives.

Table of Contents

  1. Cover Page
  2. Title Page
  3. Copyright
  4. Dedication
  5. Acknowledgments
  6. Preface
  7. Contents
  8. Contents
  9. Part One: Private Enterprise and Public Trust
    1. Chapter 1: The Free Market System and Business
      1. INTRODUCTION
      2. THE FREE ENTERPRISE SYSTEM AND CAPITAL MARKETS
      3. PUBLIC TRUST AND INVESTOR CONFIDENCE
      4. THE ROLE AND RESPONSIBILITY OF BUSINESS IN SOCIETY
      5. THE ROLE OF FINANCIAL INFORMATION IN THE CAPITAL MARKETS
      6. INTRODUCTION TO CORPORATE GOVERNANCE
      7. INTRODUCTION TO BUSINESS ETHICS
      8. CLASSROOM IMPLICATIONS OF THIS BOOK
      9. SUMMARY
      10. KEY TERMS
      11. REVIEW QUESTIONS
      12. DISCUSSION QUESTIONS
      13. NOTES
    2. Chapter 2: Corporate Governance
      1. INTRODUCTION
      2. DEFINITION OF CORPORATE GOVERNANCE
      3. ASPECTS OF CORPORATE GOVERNANCE
      4. CORPORATE GOVERNANCE STRUCTURE
      5. SOURCES OF CORPORATE GOVERNANCE
      6. CORPORATE GOVERNANCE REFORMS
      7. SARBANES-OXLEY ACT OF 2002
      8. CORPORATE GOVERNANCE RATING
      9. CORPORATE GOVERNANCE REPORTING
      10. GLOBAL CONVERGENCE IN CORPORATE GOVERNANCE
      11. SUMMARY
      12. KEY TERMS
      13. REVIEW QUESTIONS
      14. DISCUSSION QUESTIONS
      15. NOTES
    3. Chapter 3: Introduction to Business Ethics
      1. INTRODUCTION
      2. ETHICAL THEORIES
      3. ETHICS IN THE WORKPLACE
      4. BUSINESS ETHICS
      5. TRIANGLE OF BUSINESS ETHICS
      6. ETHICS TEACHING IN BUSINESS SCHOOLS
      7. PROFESSIONAL ETHICS
      8. REPORTING BUSINESS ETHICS AND CONDUCT
      9. FINANCIAL REPORTING INTEGRITY
      10. SUMMARY
      11. KEY TERMS
      12. REVIEW QUESTIONS
      13. DISCUSSION QUESTIONS
      14. NOTES
  10. Part Two: Roles and Responsibilities of Corporate Governance Participants
    1. Chapter 4: Board of Directors' Roles and Responsibilities
      1. INTRODUCTION
      2. ROLE OF THE BOARD OF DIRECTORS
      3. FIDUCIARY DUTIES OF THE BOARD OF DIRECTORS
      4. BOARD COMMITTEES
      5. BOARD MODELS
      6. BOARD CHARACTERISTICS
      7. BOARD SELECTION
      8. DIRECTOR EDUCATION AND EVALUATION
      9. BOARD ACCOUNTABILITY
      10. EFFECTIVE CORPORATE BOARDS
      11. DIRECTOR LIABILITY
      12. SUMMARY
      13. KEY TERMS
      14. REVIEW QUESTIONS
      15. DISCUSSION QUESTIONS
      16. NOTES
    2. Chapter 5: Board Committee Roles and Responsibilities
      1. INTRODUCTION
      2. RELEVANCE OF BOARD COMMITTEES
      3. AUDIT COMMITTEE
      4. COMPENSATION COMMITTEE
      5. CORPORATE GOVERNANCE COMMITTEE
      6. NOMINATING COMMITTEE
      7. OTHER BOARD STANDING COMMITTEES
      8. SUMMARY
      9. KEY TERMS
      10. REVIEW QUESTIONS
      11. DISCUSSION QUESTIONS
      12. NOTES
    3. Chapter 6: Roles and Responsibilities of Management
      1. INTRODUCTION
      2. MANAGEMENT RESPONSIBILITIES
      3. CORPORATE OFFICERS
      4. EXECUTIVE COMPENSATION
      5. FINANCIAL REPORTING REQUIREMENTS
      6. FINANCIAL REPORTING CHALLENGES
      7. INTERNAL CONTROL REPORTING AND EXECUTIVE CERTIFICATIONS
      8. ENTERPRISE RISK MANAGEMENT
      9. TAX ACCOUNTING
      10. SUMMARY
      11. KEY TERMS
      12. REVIEW QUESTIONS
      13. DISCUSSION QUESTIONS
      14. NOTES
    4. Chapter 7: Regulatory Bodies, Standard Setters, and Best Practices
      1. INTRODUCTION
      2. REGULATIONS
      3. THE SARBANES-OXLEY ACT OF 2002
      4. SECURITIES AND EXCHANGE COMMISSION
      5. PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD
      6. FEDERAL SENTENCING GUIDELINES FOR ORGANIZATIONS
      7. AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
      8. FINANCIAL ACCOUNTING STANDARDS BOARD
      9. GOVERNMENT ACCOUNTING STANDARDS BOARD
      10. INTERNATIONAL FEDERATION OF ACCOUNTANTS
      11. COMMITTEE OF EUROPEAN SECURITIES REGULATORS
      12. STATE INFLUENCE ON CORPORATE GOVERNANCE
      13. CORPORATE GOVERNANCE AND COURTS
      14. CORPORATE GOVERNANCE AND SELF-REGULATORY ORGANIZATIONS
      15. BEST PRACTICES
      16. SUMMARY
      17. KEY TERMS
      18. REVIEW QUESTIONS
      19. DISCUSSION QUESTIONS
      20. NOTES
    5. Chapter 8: Internal Auditors' Roles and Responsibilities
      1. INTRODUCTION
      2. INTERNAL AUDITING FUNCTION AND CORPORATE GOVERNANCE
      3. TREND AND RELEVANCE OF INTERNAL AUDITORS
      4. AUTHORITIES AND RESPONSIBILITIES OF INTERNAL AUDITORS
      5. INTERNAL AUDIT OUTSOURCING
      6. AUDIT COMMITTEE RELATIONSHIP WITH INTERNAL AUDITOR
      7. INTERNAL AUDITORS' ROLE IN INTERNAL CONTROL
      8. INSTITUTE OF INTERNAL AUDITORS
      9. DETERMINANTS OF EFFECTIVE INTERNAL AUDIT
      10. SUMMARY
      11. KEY TERMS
      12. REVIEW QUESTIONS
      13. DISCUSSION QUESTIONS
      14. NOTES
    6. Chapter 9: External Auditors' Roles and Responsibilities
      1. INTRODUCTION
      2. EXTERNAL AUDITING AND CORPORATE GOVERNANCE
      3. EXTERNAL AUDITOR RESPONSIBILITIES
      4. AUDITOR COMPETENCY
      5. AUDIT FAILURES AND AUDIT QUALITY
      6. PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD
      7. AUDIT COMMITTEE OVERSIGHT OF EXTERNAL AUDITORS
      8. AUDITOR INDEPENDENCE
      9. CONSOLIDATION AND COMPETITION IN PUBLIC ACCOUNTING FIRMS
      10. INTEGRATED AUDIT APPROACH
      11. AUDIT OF DEFINED BENEFIT PENSIONS
      12. AUDITOR LIABILITY LIMITATION AGREEMENTS
      13. SUMMARY
      14. KEY TERMS
      15. REVIEW QUESTIONS
      16. DISCUSSION QUESTIONS
      17. NOTES
    7. Chapter 10: Stakeholders' Roles and Responsibilities
      1. INTRODUCTION
      2. Primary Objectives
      3. SHAREHOLDERS
      4. INSTITUTIONAL INVESTORS
      5. MUTUAL FUNDS
      6. HEDGE FUNDS
      7. INVESTOR ACTIVISTS
      8. EMPLOYEE MONITORING
      9. SUMMARY
      10. KEY TERMS
      11. REVIEW QUESTIONS
      12. DISCUSSION QUESTIONS
      13. NOTES
    8. Chapter 11: Roles and Responsibilities of Other Corporate Governance Participants
      1. INTRODUCTION
      2. LEGAL COUNSEL
      3. FINANCIAL ADVISORS
      4. INVESTMENT BANKS
      5. SUMMARY
      6. KEY TERMS
      7. REVIEW QUESTIONS
      8. DISCUSSION QUESTIONS
      9. NOTES
  11. Part Three: Contemporary Issues in Business Ethics and Corporate Governance
    1. Chapter 12: Technology and Corporate Governance
      1. INTRODUCTION
      2. INFORMATION TECHNOLOGY
      3. CYBERCOMPANY MODEL
      4. EXTENSIBLE BUSINESS REPORTING LANGUAGE
      5. CONTINUOUS AUDITING
      6. SUMMARY
      7. KEY TERMS
      8. REVIEW QUESTIONS
      9. DISCUSSION QUESTIONS
      10. NOTES
    2. Chapter 13: Corporate Governance in Private and Not-for-Profit Organizations
      1. INTRODUCTION
      2. TYPES OF NPOs
      3. PURPOSE AND ROLE OF NPOs
      4. PUBLIC TRUST IN NPOs
      5. GOVERNANCE OF NPOs
      6. GOVERNANCE STRUCTURE OF NPOs
      7. OVERSIGHT FUNCTION OF NPOs
      8. INTERNAL CONTROL IN NPOs
      9. SUMMARY
      10. KEY TERMS
      11. REVIEW QUESTIONS
      12. DISCUSSION QUESTIONS
      13. NOTES
    3. Chapter 14: Corporate Governance in Transition
      1. INTRODUCTION
      2. HISTORICAL PERSPECTIVE OF CORPORATE GOVERNANCE
      3. CORPORATE GOVERNANCE: A GLOBAL PERSPECTIVE
      4. CONVERGENCE IN CORPORATE GOVERNANCE
      5. CORPORATE GOVERNANCE IN MULTINATIONAL CORPORATIONS
      6. SUMMARY
      7. KEY TERMS
      8. REVIEW QUESTIONS
      9. DISCUSSION QUESTIONS
      10. NOTES
    4. Chapter 15: Emerging Issues in Corporate Governance
      1. INTRODUCTION
      2. INVESTOR CONFIDENCE AND GLOBAL FINANCIAL MARKETS
      3. ACCOUNTABILITY: THE NEW BUSINESS IMPERATIVE
      4. SOCIAL, ENVIRONMENTAL, AND ETHICS PERFORMANCE
      5. SHAREHOLDER CHALLENGING ISSUES
      6. CHALLENGES FACING DIRECTORS
      7. SOX COMPLIANCE CHALLENGES
      8. FINANCIAL REPORTING CHALLENGES
      9. EMERGING AUDITING ISSUES
      10. SUMMARY
      11. KEY TERMS
      12. REVIEW QUESTIONS
      13. DISCUSSION QUESTIONS
      14. NOTES
  12. Index