Preface xxi Chapter 1 Introduction to Corporate Governance 1 Self-Interested Executives 3 Defining Corporate Governance 7 Corporate Governance Standards 9 Best Practice or Best Practices? Does "One Size Fit All"? 11 Relationship between Corporate Governance and Firm Performance 12 Chapter 2 International Corporate Governance 19 Capital Market Efficiency 20 Legal Tradition 22 Accounting Standards 23 Enforcement of Regulations 26 Societal and Cultural Values 27 Individual National Governance Structures 29 United States 29 United Kingdom 32 Germany 37 Japan 38 South Korea 41 China .43 India 44 Brazil 45 Russia 47 Endnotes 49 Interlude 55 Chapter 3 Board of Directors: Duties and Liability 57 Board Responsibilities 57 Board Independence 58 The Operations of the Board 59 Board Committees 60 Duration of Director Terms 64 Director Elections 64 Removal of Directors 66 Legal Obligations of Directors 66 Fiduciary Duty 67 Disclosure Obligations under Securities Laws 70 Legal Enforcement of State Corporate Law (Fiduciary Duties) 70 Legal Enforcement of Federal Securities Laws 71 Director Indemnification and D&O Insurance 72 Endnotes 75 Chapter 4 Board of Directors: Selection, Compensation, and Removal 79 Market for Directors 79 Active CEOs 82 International Experience 83 Special Expertise 84 Diverse Directors 85 Professional Directors 86 Disclosure Requirements for Director Qualifications 87 Director Recruitment Process 89 Director Compensation 91 Ownership Guidelines 96 Board Evaluation 97 Removal of Directors 99 Endnotes 102 Chapter 5 Board of Directors: Structure and Consequences 107 Board Structure 108 Chairman of the Board 112 Lead Independent Director 116 Outside Directors 119 Board Independence 121 Independent Committees 125 Bankers on the Board 126 Financial Experts on Board 127 Politica

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