Watching the Watchers Corporate Goverance for the 21st Century [Hardcover]

No aspect of business or finance has changed more dramatically over the past decade than corporate governance. Until recently it has been unthinkable for a shareholder resolution to be sponsored by an institutional investor, or for a resolution sponsored by an individual investor to get more than 3 per cent of the vote. Suddenly institutional investors are submitting dozens of shareholder resolutions, all with substantial support. Astonishingly, shareholders have been reponsible for the departures of CEOs from the giants of Corporate America - General Motors, weestinghouse, IBM and Kodak.

List of Cases in Point x

Foreword by B. Minoru Makihara xii

Acknowledgements xiv

Introduction xvii

1 What is a Corporation? 1

2 Shareholders: Ownership 75

3 Directors: Monitoring 167

4 Management: Performance 225

5 Re-empowering the Shareholders: A Proposed Agenda for Action 261

6 Re-empowering the Board: A Proposed Agenda for Action, by Hugh Parker 289

7 International Governance 309

Index 331

Robert A. G. Monks and Nell Minow have been at the forefront of shareholders' activism for years, leading shareholder initiatives at companies like Sears, Westinghouse, Kodak, and Borden. They are currently principals in Lens, Inc., a Washington, D.C. investment fund that actively exerts its shareholder right to push for better performance.Every day, companies are faced with dozens, even hundreds, of critical decisions concerning the allocation of resources, financial and organizational structure, and strategic directions. Who should make these decisions? And who should be held accountable for their consequences? Boards of directors are the watchers who govern the destines of today’s corporations, and Robert Monks and NellÓ5