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Abstract

This chapter is excerpted from 'Corporate Governance in the Aftermath of the Global Financial Crisis, Volume I: Relevance and Reforms'. In today's business environment, global businesses are under close scrutiny and profound pressures from lawmakers, regulators, the investment community, and their diverse stakeholders to accept accountability and responsibilities for their corporate governance effectiveness. Corporate governance is a process (journey) of managing corporate affairs to create shareholder value and protect interests of other stakeholders. The landscape of corporate governance has significantly changed in recent years and there is a need for a book presenting roles and responsibilities of corporate governance participants including directors, officers, stakeholders, and corporate gatekeepers. Effective corporate governance should develop a right balance between the achievement of short-term targets and long-term sustainable performance. To effectively fulfill their fiduciary duties, corporate governance participants should lead from the front and by example and manage instability in hypercompetitive and global environments. This timely and relevant book describes the practice of good governance in the aftermath of recent global crisis with a keen focus on internal and external corporate governance mechanisms to address future global challenges. Corporate governance measures are accelerating, converging, and reshaping organization structure, corporate culture, ethics and trust, transparency, roles, responsibilities, and accountability of all corporate functions. This book presents a road map for various functions and measures of corporate governance in addressing global financial, capital market and economic challenges. Written in a practical and succinct style, it will focus on internal corporate governance mechanisms and incorporate provisions of the Sarbanes-Oxley Act of 2002, Dodd-Frank Act of 2010, JOBS Act of 2012, the Securities and Exchange Commission (SEC)-related implementation rules, and global corporate governance best practices into all chapters throughout the book. This book presents the essential and fundamental concepts of corporate governance with a keen focus on a new holistic approach that addresses all corporate activities, performance, reporting, and assurance. Recent economic and business challenges underscore how short the timeframe is to 'get things right', how the failures to do the right things and to take proper actions will damage firm's credible competitiveness and sustainability and the important role that corporate governance participants play in preventing failures. The participants in the corporate governance process are the board of directors, executives, stakeholders/shareholders, and gatekeepers including internal auditors, external auditors, financial analysts, legal counsel, financial advisors, and regulators. This book is organized into four separate volumes. Each volume can be used separately or in an integrated form. The first volume addresses the relevance and importance of corporate governance as well as the framework and structure of corporate governance including corporate governance principles, mechanisms, and functions. The second volume consists of four chapters that present the three prevailing corporate governance functions of oversight, management, and monitoring. The third volume consists of four chapters addressing corporate governance functions performed by corporate gatekeepers, including policy makers, regulators, standard-setters, internal auditors, external auditors, legal counsel, and financial advisors. The fourth volume consists of five chapters addressing emerging issues in corporate governance, including governance for private companies and nonprofit organizations, the global perspectives, convergence in global corporate governance, and emerging issues relevant to shareholders, directors, and executives.

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Abstract

This chapter is excerpted from 'Corporate Governance in the Aftermath of the Global Financial Crisis, Volume I: Relevance and Reforms'. In today's business environment, global businesses are under close scrutiny and profound pressures from lawmakers, regulators, the investment community, and their diverse stakeholders to accept accountability and responsibilities for their corporate governance effectiveness. Corporate governance is a process (journey) of managing corporate affairs to create shareholder value and protect interests of other stakeholders. The landscape of corporate governance has significantly changed in recent years and there is a need for a book presenting roles and responsibilities of corporate governance participants including directors, officers, stakeholders, and corporate gatekeepers. Effective corporate governance should develop a right balance between the achievement of short-term targets and long-term sustainable performance. To effectively fulfill their fiduciary duties, corporate governance participants should lead from the front and by example and manage instability in hypercompetitive and global environments. This timely and relevant book describes the practice of good governance in the aftermath of recent global crisis with a keen focus on internal and external corporate governance mechanisms to address future global challenges. Corporate governance measures are accelerating, converging, and reshaping organization structure, corporate culture, ethics and trust, transparency, roles, responsibilities, and accountability of all corporate functions. This book presents a road map for various functions and measures of corporate governance in addressing global financial, capital market and economic challenges. Written in a practical and succinct style, it will focus on internal corporate governance mechanisms and incorporate provisions of the Sarbanes-Oxley Act of 2002, Dodd-Frank Act of 2010, JOBS Act of 2012, the Securities and Exchange Commission (SEC)-related implementation rules, and global corporate governance best practices into all chapters throughout the book. This book presents the essential and fundamental concepts of corporate governance with a keen focus on a new holistic approach that addresses all corporate activities, performance, reporting, and assurance. Recent economic and business challenges underscore how short the timeframe is to 'get things right', how the failures to do the right things and to take proper actions will damage firm's credible competitiveness and sustainability and the important role that corporate governance participants play in preventing failures. The participants in the corporate governance process are the board of directors, executives, stakeholders/shareholders, and gatekeepers including internal auditors, external auditors, financial analysts, legal counsel, financial advisors, and regulators. This book is organized into four separate volumes. Each volume can be used separately or in an integrated form. The first volume addresses the relevance and importance of corporate governance as well as the framework and structure of corporate governance including corporate governance principles, mechanisms, and functions. The second volume consists of four chapters that present the three prevailing corporate governance functions of oversight, management, and monitoring. The third volume consists of four chapters addressing corporate governance functions performed by corporate gatekeepers, including policy makers, regulators, standard-setters, internal auditors, external auditors, legal counsel, and financial advisors. The fourth volume consists of five chapters addressing emerging issues in corporate governance, including governance for private companies and nonprofit organizations, the global perspectives, convergence in global corporate governance, and emerging issues relevant to shareholders, directors, and executives.

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