Corprate Governance Wiley Home公司治理威利家.pptVIP

Corporate Governance Chapter II Chapter Objectives: • Identify the corporate governance developments in the post-SOX era. • Understand how corporate governance is designed . • Define corporate governance structure and its components of principles, functions, and mechanisms. • Illustrate how corporate governance has evolved from compliance function to a strategic Imperative. • Provide an overview of corporate governance aspects and principles. • List and define the seven essential corporate governance functions. • Identify significant improvements resulting from corporate governance reforms in the United States. • Become familiar with best practices of corporate governance. • Become familiar with corporate governance reporting and its components as well as corporate governance ratings. Key Terms Corporate governance Effectiveness Corporate governance rating Oversight board External governance Mechanisms Integrated aspect Internal governance Transparency Mechanisms Oversight Stakeholder aspect Remuneration Shareholder Shareholder aspect Stakeholder Definition of Corporate Governance  The process affected by a set of legislative, regulatory, legal, market mechanisms, listing standards, best practices, and efforts of all corporate governance participants, including the company’s directors, officers, auditors, legal counsel, and financial advisors, which creates a system of checks and balances with the goal of creating and enhancing enduring and sustainable shareholder value, while protecting the interests of other stakeholders. Aspects of Corporate Governance In the post-SOX era, Corporate Governance further evolved to the integrated aspects of meeting both compliance requirements and promoting a strategic business imperative. There are three aspects: shareholder aspect, stakeholder aspect, and an integrated aspect. Shareholder Aspect This aspect is based on the premise that shareholde