GOVERNANCE AND RISK DALLAS G. Księgarnia

An analytical handbook for investors, managers, directors and stakeholders

Comprehensive in scope and cross-disciplinary in analysis, Governance and Risk examines the problem of corporate governance from a wide variety of perspectives. The authors begin with the premise - correctly in my view - that corporate governance is, at is core, an important risk factor for any corporation. Through this conceptual prism, they employ economic, legal and social analyses - and draw on examples from 12 jurisdictions - to provide fresh insight into how we should best understand and govern the inherently conflicting interests that comprise the modern corporation. Anyone seeking a rigorous analysis of these issues - from directors, managers and lawyers to shareholders, corporate and community activists - should include this volume in their reading. It is an important addition to the corporate governance literature in this post-Enron age. Ira Millstein is a senior partner in the international law firm of Weil, Gotshal & Manges LLP

This is a courageous and successful effort to classify what has never before been analyzed and presented in such a comprehensible manner. Robert A.G. Monk, Principal, LENS Asset Management

Governance and Risk is an excellent piece of work. It is a comprehensive and carefully written manual that will be an invaluable source of information for managers and investors. It deserves careful study by anyone with an interest in the management of firms. It should make a significant contribution to the improvement of corporate governance of corporations around the world.
Colin P. Mayer, Professor, Said Business School, University of Oxford

I have found Governance and Risk to be one of the most comprehensive surveys of the field. It is an excellent reference work.
J. Mark Mobius, PhD, President, Templeton Emerging Markets Fund, Inc.

This is an important, timely book which brings much needed rigour and discipline to the analysis of corporate governance practices. If you are looking for a reliable guide through the confusing maze of corporate governance, this book is an excellent place to start.?Paul Coombes, Director, Corporate Governance Practice, McKinsey & Company, Inc.

Effective corporate governance has long been viewed as essential for healthy capital markets. Careless and inefficient governance practices, however, have thrust the governance debate from the shadows to the forefront, and corporate governance can now be recognized as a stand-alone risk factor.

Many market participants now question whether true self-governance is possible or even realistic in todays era of razor-thin profit margins and bloated executive paychecks.

This all-encompassing book compiled and edited by George Dallas, managing director and global practice leader of Standard & Poors Governance Services unit. It includes contributions by senior members of Standard & Poors Governance Services group, as well as from other experts in the area of corporate governance. The book offers the following benefits:

Provides a wide-ranging discussion of methodologies and criteria relating to corporate governance analysis;
Brings together diverse country environments in a common analytical framework;
Seamlessly links up-to-date conceptual and theoretical thinking about governance to practical performance issues;
Explores broader themes of governance-sustainable development, directors and officers insurance, behavioral aspects, and approaches to governance in managed funds and governments.

Governance and Risk presents a balanced and rational approach to one of todays most emotional topics. It also outlines an analytical model for both evaluating the governance practices of individual corporations and protecting yourself or your organization from the effects of incomplete, inaccurate, and potentially misguided practices.

An Authoritative Global Framework for Understanding and Benchmarking Risks Related to a Companys Governance Policies and Practices

As each new corporate governance debacle dominates world headlines, demands for strengthened regulatory oversight increase in both frequency and volume. Still, the fact remains that the most effective corporate oversight begins in the corner offices and boardrooms of the corporations themselves.

The Standard & Poors Handbook of Governance & Risk addresses all aspects of this vital issue. Combining the knowledge and expertise of Standard & Poors with incisive commentary from leading international contributors, this all-in-one book provides stakeholders and decision-makers with:

An analytical framework for examining and benchmarking governance standards in individual corporations
Insights into the governance impact and importance of ownership structure, shareholder rights, stakeholder relations, transparency, and an effective board to both internal and external governance
Bases for evaluating and comparing governance practices across companies, countries, and cultures

Capital markets require trust and integrity to function effectively, yet these two qualities more than any other are called into question with each new report of corporate malfeasance and greed. The Standard & Poors Handbook of Governance & Risk provides a framework for investors and other stakeholders to help assess the extent to which they should give global corporations their trust--and their money.

The corporate governance debate continues to grow in prominence, as the combination of corrupt governance practices in certain cases, and merely substandard governance in less extreme situations, is taking its toll. This book is an analytical handbook for investors, stakeholders, and other analysts wishing to achieve a better practical understanding of key corporate governance issues in individual companies, (and) more effectively identify and manage governance related risks.

From the Preface

Effective corporate governance has long been viewed as essential for healthy capital markets. Careless and corrupt governance practices, however, have thrust the governance debate from the shadows to the forefront, and corporate governance can now be recognized as a stand-alone risk factor. Many market participants now question whether true self-governance is possible or even realistic in todays era of razor-thin profit margins and bloated executive paychecks.

The Standard & Poors Handbook of Governance & Risk provides a solid conceptual grounding on the principal themes of governance in todays global corporate arena. Straightforward and authoritative, with compelling insights into todays key micro (internal) and macro (external) corporate governance issues, this all-encompassing book:

Provides a wide-ranging discussion of methodologies and criteria relating to corporate governance analysis
Brings together diverse country environments in a common analytical framework
Seamlessly links up-to-date conceptual and theoretical thinking about governance to practical performance issues
Explores broader themes of governance--sustainable development, directors and officers insurance, behavioral aspects, and approaches to governance in managed funds and governments.

Highly publicized collapses in governance have replaced calm and complacency with vigilance and even stridence, often obscuring valuable and necessary aspects of governance that are long-overdue for discussion and review. The Standard & Poors Handbook of Governance & Risk presents a balanced and rational approach to one of todays most emotional topics, and outlines an analytical model for both evaluating the governance practices of individual corporations and protecting yourself or your organization from the effects of incomplete, inaccurate, and potentially misguiding practices.

Author Biography

George S. Dallas is managing director and global practice leader of Standard & Poors Governance Services unit. This unit provides corporate governance evaluations on companies in developed and developing markets around the world. Dallas has been actively involved with the development of Standard & Poors corporate governance analytical criteria and their application in markets throughout the world. His work and analysis have appeared in numerous books as well as professional journals.

594 pages

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