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Corporate Governance and Ethics by Zabihollah Rezaee

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Chapter 2

Corporate Governance

INTRODUCTION

Many initiatives and developments during the past several decades have shaped corporate governance. The early developments underscored the need to ensure that management acts in the sustainable well-being of the company and its shareholders. Recent developments of the late 1990s and the early 2000s reinvigorated interest in, and focus on, effective corporate governance to protect shareholders and other stakeholders (e.g., employees, creditors, customers) from managerial misconduct and corporate malfeasance. Corporate governance reforms, including SOX and related SEC implementation rules, listing standards of national stock exchanges (New York Stock Exchange [NYSE], Nasdaq, American Stock Exchange [AMEX]), and best practices and guiding principles of professional organizations (National Association of Securities Dealers [NASD], The Conference Board), came in response to the wave of financial scandals in high-profile public companies. These reforms require professional accountability, personal responsibility, and integrity for all participants. Corporate governance has transformed ...

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