Corporate Governance, Ethics and CSR Book

Introduction

01 The need for trust
Introduction Is trade free?
A wider moral imperative?
The history of the company Limited liability Ownership and control Moral hazard Shareholder objectives Institutional investors Institutional investor organizations Fiduciary capitalism Agency theory Agency costs Stakeholder theory The power of modern management The public sector

02 Corporate culture
Introduction What is ‘corporate culture’?
Visible aspects of culture Sociability versus solidarity Sub-cultures and counter cultures Organizational climate Corporate morality Tone at the top Ethics in the workplace Corporate culture The public sector Ethics in the public sector

03 Ethical behaviour
Introduction Ethical theories Aspirations and attitudes Individuals in organizations Motivation and the role of corporate culture Socialization Group attractiveness Socialization techniques Groupthink Identifying groupthink Rationalizing unethical behaviour Dysfunctional acts by individuals Preventing unethical behaviour and the role of management Ethics and the HR department Whistleblowing Bribery Act 2010

04 Principles of corporate governance
Introduction History and background of corporate governance The link between corporate governance and ethics Definition of corporate governance Reports that have been produced in relation to corporate governance issues Key concepts and principles The relative merits of a framework approach to corporate governance verses a regulatory approach The role of the audit function

05 The role of the senior executives/board
Introduction The responsibilities of directors/senior executives The importance of ethical behaviour for senior management The structures of controlling boards Alternative board structures The role of the chair The role of the CEO The role of non-executive directors and the importance of their independence The need for and structure of sub-committees

06 Assessing performance and remuneration of directors and senior executives
Introduction Assessing the effectiveness of directors Goals and objectives Performance evaluation Corporate governance and directors’ pay Greenbury and the remuneration committee Accounting requirements Non-audited information Audited information Executive pay: revolt of the shareholders Excessive rewards and shareholder rights International pay and reward systems

07 The audit function
Introduction Auditing theory The development of the auditing profession The role of the external auditor Conflicts of interest Globalization Regulation of the audit profession Contrast rules-based and framework approaches to regulation Professional regulation and ethical codes Sarbox – the American way Is self-regulation good enough?
Maxwell Communications Corporation Polly Peck TransTec The future of self-regulation The European Union and regulation The role of internal audit Independence The public sector The audit committee

08 Corporate governance and other stakeholders
Introduction Definitions of stakeholders Guidance on stakeholder interests Internal corporate governance stakeholders External corporate governance stakeholders Institutional investors and corporate governance

09 Corporate Social Responsibility and its reporting
Introduction The growth in importance of CSR reporting Definitions of Corporate Social Responsibility What is corporate governance?
What is Corporate Social Responsibility and how does it link to corporate governance?
Historical perspective of Corporate Social Responsibility The reality of Corporate Social Responsibility Getting to the bottom of the triple bottom line Auditors and Corporate Social Responsibility Social and environmental audits Social matters The European Union Eco-Management and Audit Scheme The International Council of Local Environmental Initiatives Global reporting initiatives: sustainability reporting guidelines Ethical Trading Initiative

10 Corporate Social Responsibility, its measurement, models and theories
Introduction Corporate Social Responsibility measurement

11 Small companies, charities and other not-for-profit organizations
Introduction Forms of organization Reporting Family-owned firms Charities and social enterprises The application of corporate governance to charities and small companies Corporate governance and growing businesses Problems with adopting corporate governance principles Institute of Directors guidance Family councils and family assemblies The larger family business Governance and finance The relevance of Corporate Social Responsibility to smaller organizations

12 Emerging issues
Index