Corporate Governance: Practice and Issues

The second edition of Corporate Governance: Practice and Issues is a book on corporate governance written in a practical manner and intended to guide directors, executives, managers, company secretaries, and professional advisers, including lawyers and auditors. It draws on the three decades of experience of the author in the field of corporate governance, stressing the single most important element of integrity, the courage to act on that integrity and basically to do the right thing in the right way at all times. This edition updates the law over the last ten years and discusses the evolution in corporate governance and whether there has been an improvement.

Taking an out-of-the-box approach, the book (a) looks at the history and evolution of corporate governance over the last three decades; (b) discusses environmental social governance; (c) studies the division of power in the company, looking specifically at whether it is the shareholders, the management or the Board, whether as a whole or through individual directors, who wield power; (d) discusses the traditional concerns about director roles, duties, responsibilities and ensuing liabilities, and the importance of transparency achieved through disclosure and more; (e) reviews the board committees, the need for them, the roles they play and their effectiveness; (f) studies key issues relating to remuneration, the entitlement issues, and how it is to be set; (g) reviews internal control and risk management issues and how these should be handled; and more.

Also included are practical discussion points, and a dedicated chapter focusing on nominee directors and the issues that plague them. Another unique aspect of the book is a chapter dealing with governance concerns of the boards or councils of statutory bodies, which are typically regulated by Acts of Parliament.

The recurrent theme in the book is that corporate governance is not just about structures and processes, but about having the right people do the right thing through the right means all of the time; that is, the structures and processes may be the building blocks of corporate governance, but it is the collection of individuals who provide the foundation.