Manual of Corporate Governance: Theory and Practice for Scholars, Executive and Non-Executive Directors

by Duarte Pitta Ferraz, Werner Hoyer (Foreword by)

Overview

A comprehensive and holistic overview on Corporate Governance developed by sourcing and referencing from institutions and authors in the European Union (EU), the United Kingdom (UK), the United States of America (USA), Asia, among others.

Content on banking and financial institutions is significant as we believe that the same can be leveraged by nonfinan­cial institutions by adjusting to their own needs.

Valuable not only to Scholars, Executive and Non-Executive Directors (NEDs), but also to students, as well as positions supporting decision-makers, like Chiefs of Staff, Advisors, Board Secretaries and Top Management, to understand corporate gover­nance concepts and standards and how to contribute to a highly efficient and effective board.

Product Details

ISBN-13:	9789895306107
Publisher:	IVENS Governance Advisors Lda.
Publication date:	07/01/2021
Sold by:	Barnes & Noble
Format:	eBook
Pages:	818
File size:	8 MB

About the Author

Werner Hoyer (born 17 November 1951 in Wuppertal) is a German politician of the liberal Free Democratic Party of Germany (FDP), currently serving as the President of the European Investment Bank. Hoyer graduated as an economist at the University of Cologne in 1974, and worked as a scientific assistant there until 1984. He earned from the same university a PhD degree in economics (i.e. German doctorate Dr. rer. pol.) From 1985 to 1987, he worked with the Carl Duisberg Society in Cologne. He taught international economics at the University of Cologne until 1994. Hoyer is a member of the Union of European Federalists (UEF).
After an extensive executive career in Banking and previously as Auditor, Duarte Pitta Ferraz has developed a symbiotic dual career as member of Boards of Directors of large corporate and as Professor of academic institutions. This complementarity between his intense practical and conceptual activity is regarded as being of value for the improvement of both worlds. He holds a Doctorate in Business Administration by Nottingham Trent University of the UK as well as degrees in Law and in Accounting. Having started his career as a Lawyer, he afterwards obtained his professional license as Statutory Auditor, activity which he then exercised for over 13 years, before initiating an over 20 year executive career as Manager and Executive Director at banking institutions in several international settings. After obtaining his Doctorate degree, he developed an academic dimension, notably becoming a Full Professor of Corporate Governance and Banking at NOVA School of Business and Economics in Lisbon, Portugal, at The Lisbon MBA, and NOVA SBE Executive Education, among other positions. In addition to this academic perspective, he continued to develop his hands-on career as independent Non-Executive Director, Lead Independent Director and Audit Committee Chair on the Boards of public and private institutions in Europe, most notably at the European Investment Bank. Having lived and worked in Portugal, Greece, Turkey, Angola, USA, and Brazil, among others, he brings a diverse cultural knowledge to his contributions.
Manish Adhikari has professional experiences working in Portugal, UAE, and Nepal. Manish is an Engineer with management and governance qualifications. Manish holds a Master of Science in Management from NOVA School of Business and Economics, Portugal, and Bachelor of Computer Engineering from Kathmandu University, Nepal. After his bachelor's, Manish worked as an IT personnel in Dubai, UAE, before moving to Portugal for Master degree. Manish concluded his Master dissertation under the supervision of Duarte Pitta Ferraz, titled "The impact of the merger law wave era (2012-2015) in the performance of commercial banks in Nepal". Thereafter, Manish worked as a consultant in Capgemini before moving to collaborate with Duarte again on "Manual of Corporate Governance: Theory and Practice for Scholars, Executive and Non-Executive Directors". Since then, both Manish and Duarte have found a common shared vision in corporate governance.

Table of Contents

The Manual of Corporate Governance consists of 8 parts, as follows:

I: Introduction to corporate governance. History and relevance; agency theory, models of corporate governance; dynamics of governance models, and our framework of strategy and business model.

II: Family business governance: owner­ship and management, specifics on governance structure and mechanism, the role of the board and of senior management and succession planning.

III: Organizational management and governance framework, including models such as the IIA Three Lines Model, The Four Lines of Defense, Internal Control Framework (ICF), Enterprise Risk Management (ERM), among others. Risk manage­ment function, compliance function, and audit functions are detailed. Risk concepts, risk types, risk appetite, and their relevance to the insti­tution are discussed. Compliance concepts including anti-money laundering and taxation are detailed. Also includes Supervisory Mechanism, so that directors or managers in any institutions- not just banks-are aware of how regulators and supervisors like European Central Bank (ECB) and NCA (National Competent Authorities) monitor institutions.

IV: The board. Fit and Proper principles, incorporating guidelines from Banks for International Settlements (BIS) and ECB - and includes diversity and inclu­sion and evaluation. The guidelines on board effectiveness are detailed, in accor­dance with the European Banking Authority (EBA), Basel Committee on Banking Supervision (BCBS), Financial Reporting Council (FRC, UK), among others. Decision-making dynamics, roles of the chair, independent/non-executive directors, and executive directors as well as the importance of board committees are fairly discussed. The concepts of independence, conflicts of interest, and crisis management are provided.

V: Geopolitics. Some of the well-known geopolitical cases in the international con­text are presented. The case of COVID-19 and globalization is exam­ined. The theory and relevance of Foreign Direct Investments (FDIs) and internationalization is well discussed.

VI: Corporate credit rating and why it matters. Acknowledging that sustainability-ESG (Environment, Social and Governance)-is particularly important to businesses in current times, this part also discussing extensively top­ics regarding the business model and sustainable growth. This part also discusses activism by individual shareholders and by institutional shareholders.

VII: Reporting. The concept of corporate reporting is presented comprehensively, along with its importance in maintaining robust communication among stakeholders. The difference in annual reporting of the two main governance models-monist model and dualist model-is discussed. The paradigm shift in corporate report­ing to shareholders or/and stakeholders is also discussed, including the evolution of sustainability reporting and integrated reporting.

VIII: Encapsulates all the topics discussed in the pre­ceding parts and delivers a high-level, holistic governance operating model. The governance case in start-ups or small companies is briefly dis­cussed at the end of the chapter.

Editorial Reviews

"Good governance is the bedrock of a responsible business. Its cornerstones are accountability; a diverse, qualified, balanced board, empowered to debate and speak up; public metrics to measure performance; and above all, a strong culture. This textbook comprehensively examines the theory and practice of modern governance."

Ana Botin, Executive Chair, Group Banco Santander, Spain

"A rare combination of practical experience and academic insight lies at the heart of this distinctive book. The breadth of material covered should make it a valuable resource for both practitioners and students alike."

Alistair Mutch, Professor Emeritus, Nottingham Business School, United Kingdom

"A comprehensive compilation such as the one presented is a timely and needed basis for an informed dialogue about the future of Corporate Governance."

Clara Streit, Independent Director, Germany

"Having learned the hard way, through crisis and scandals, how critical good corporate governance is to building a sustainable, fair and inclusive capitalism, we must now go further. Accessible and well-written, this playbook is the roadmap to achieving excellence in corporate governance."

Daniel Traça, Dean of Nova School of Business and Economics and Independent Director, Portugal

"This book presents with rare depth and consistency concepts in best-practice approaches. It is also a sensational step-by-step guide on the topic of governance."

Elismar Álvares, Professor Emeritus, Fundação Dom Cabral, and Independent Director, Brazil

"State-of-the-art, comprehensive, thoughtful and accessible, this textbook takes both scholars and business directors through every step of learning, understanding and furthering the art of building and running organisations."

Leonor Beleza, Chairwoman of Fundação Champalimaud and former Minister of Health, Portugal

"In times of extraordinary existential threats questioning all features of our collective life, the quality of governance matters. It should be so for nations and for companies."

Luís Amado, former Chairman of EDP - Energias de Portugal and former Minister of State and Foreign Affairs, Portugal

From the Publisher