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International Corporate Governance
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International Corporate Governance

A Case Study Approach

9781845420352 Edward Elgar Publishing
Edited by Christine A. Mallin, Professorial Fellow, Norwich Business School, University of East Anglia, UK and Honorary Professor, Lee Shau Kee School of Business and Administration, The Open University of Hong Kong, Hong Kong SAR
Publication Date: 2006 ISBN: 978 1 84542 035 2 Extent: 336 pp
Corporate governance has become a global phenomenon. This book highlights, through various case studies, how corporate governance has evolved in a number of countries around the world.

The international cast of contributors, from varying professional backgrounds including academics, lawyers and company directors, focus on different regions around the globe, reflecting various ownership structures, legal systems, and political and cultural aspirations. Some of the case studies used include: Standard Life; Telecom Italia; and Eskom.

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Critical Acclaim
Contributors
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Corporate governance has become a global phenomenon. This book highlights, through various case studies, how corporate governance has evolved in a number of countries around the world.

The international cast of contributors, from varying professional backgrounds including academics, lawyers and company directors, focus on different regions around the globe, reflecting various ownership structures, legal systems, and political and cultural aspirations. Some of the case studies used include: Standard Life; Telecom Italia; and Eskom.

Academics, directors and practitioners will find this book valuable for its insights into corporate governance developments in different legal environments and different business forms. It will also be immensely useful to postgraduate and undergraduate students for the up-to-date case studies on corporate governance, which will add depth and ‘real world’ meaning to their studies.
Critical Acclaim
‘This compilation serves a particularly useful purpose by presenting a full range of fascinating case studies. The editor thus enables each reader to assimilate the particulars in his own parlance, thus avoiding the almost insoluble problem of international corporate governance – namely that each country uses the same words, but with utterly different meanings. Obviously, this problem has inhibited constructive conversation. After digesting these case studies, one is encouraged to derive certain generalized conclusions, among which are – no matter what the terminology, the integrity of publicly traded securities depends on transparency and enforceable accountability of manager to owner.’
– Robert Monks, Lens Governance Advisors, US

‘This collection of thoroughly researched and well-written case studies of the governance of companies in nine countries demonstrates how far away we are from convergence in corporate governance systems. Differences in ownership structures, board composition, financial markets, accounting standards, takeover defences, legal systems, societal and corporate cultures, and even political involvement, are highlighted in this splendid collection. The book demonstrates the importance of the few core concepts that are emerging in the field, such as greater transparency, independence in non-executive directors, and the need for more effective governance. The consideration of case studies is presently the best way to understand the reality of corporate governance around the world. This book offers valuable insights to students, teachers and practitioners of the subject.’
– R.I. (Bob) Tricker, Honorary Professor, University of Hong Kong and Founder Editor, Corporate Governance – an international review
Contributors
Contributors: M. Adam, M. Ararat, J. Bonet Madurga, M.J. Conyon, J. Gillies, S. Gómez Ansón, M. Hashimoto, R.J. Khoza, I. Koladkiewicz, G.S. Liu, C.A. Mallin, A. Melis, B. Sener, P. Sun, M. Suto, E. Taboglu, T. Talaulicar, B. Taylor, A. v. Werder
Contents
Contents

International Corporate Governance: Introduction and Overview
Christine A. Mallin

PART 1 CORPORATE GOVERNANCE IN EUROPE
1. Royal Dutch Shell: The Overbooking of Reserves
Bernard Taylor

2. Standard Life: A Study of One of the UK’s Oldest Institutional Investors
Christine A. Mallin

3. Strong Blockholders and Corporate Governance Structures that Improve Minority Shareholders’ Protection: The Case of Telecom Italia
Andrea Melis

4. Indra: The History of a Successful Privatization
Silvia Gómez Ansón and Jaime Bonet Madurga

5. Managerial Reasoning in Takeover Battles: The Case of Sanofi-Synthélabo and Aventis
Axel v. Werder and Till Talaulicar

PART 2 CORPORATE GOVERNANCE IN CENTRAL AND EASTERN EUROPEAN COUNTRIES
6. The Northern Russia Electric Company Case: To Whom is the Director-General Accountable: The Company, the Board of Directors or the Controlling Shareholder?
James Gillies

7. Polish Supervisory Boards in Practice – A Few Snapshots
Izabela Koladkiewicz

PART 3 CORPORATE GOVERNANCE IN SOUTH EAST ASIA
8. Corporate Governance in Singapore: A Case Study
Martin J. Conyon

9. The Rise and Fall of China’s Corporate Dragon: Kelon and its Old and New Owners
Guy S. Liu and Pei Sun

10. Will the Japanese Corporate Governance System Survive? Challenges of Toyota and Sony
Megumi Suto and Motomi Hashimoto

PART 4 CORPORATE GOVERNANCE: ADDITIONAL DIMENSIONS

11. v-NET: A Case of Family Owned Conglomerates
Melsa Ararat, Burcu Sener and Esin Taboglu

12. The Structure and Governance of Eskom – A Case Study
Reuel J. Khoza and Mohamed Adam

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