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Ahmed Naciri - Internal and External Aspects of Corporate Governance

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Ahmed Naciri Internal and External Aspects of Corporate Governance
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An effective system of corporate governance has both internal and external aspects that have to be sufficiently responsive if governance is to succeed. In this book, Ahmed Naciri examines these two core aspects or the latest buzzword in business and management theory.

Internal aspects include ownership structure, the board of directors and committees, internal control, risk management, transparency and financial reporting. External aspects can either be market-oriented, or can take the form of credit ranking, and/or social requirements. Due to the original orientation of the Sarbanes/Oxley Law, concentrating solely on financial disclosure and given its decisive and tremendous influence on all other similar corporate governance legislations all over the world, most writings on corporate governance have dealt with solely internal corporate governance mechanisms. This book aim is to fill up the gap by using a systemic approach and giving a global picture of the corporate governance theoretical foundations, mainly by putting the emphasis on its double dimension: internal and external.

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Internal and External Aspects of Corporate Governance

Routledge Studies in Corporate Governance

Corporate Governance Around the World

Ahmed Naciri

Behaviour and Rationality in Corporate Governance

Oliver Marnet

The Value Creating Board

Corporate Governance and Organizational Behaviour

Edited by Morten Huse

Corporate Governance and Resource Security in China

The Transformation of Chinas Global Resources Companies

Xinting Jia and Roman Tomasic

Internal and External Aspects of Corporate Governance

Ahmed Naciri

Internal and External Aspects of Corporate Governance

Ahmed Naciri

Internal and External Aspects of Corporate Governance - image 1

New York London

First published 2010
by Routledge
270 Madison Ave, New York, NY 10016

Simultaneously published in the UK
by Routledge
2 Park Square, Milton Park, Abingdon, Oxon OX14 4RN

Routledge is an imprint of the Taylor & Francis Group, an informa business

This edition published in the Taylor & Francis e-Library, 2009.


To purchase your own copy of this or any of Taylor & Francis or Routledges collection of thousands of eBooks please go to www.eBookstore.tandf.co.uk.

2010 Ahmed Naciri

All rights reserved. No part of this book may be reprinted or reproduced or utilised
in any form or by any electronic, mechanical, or other means, now known or hereafter invented, including photocopying and recording, or in any information storage or
retrieval system, without permission in writing from the publishers.

Trademark Notice: Product or corporate names may be trademarks or registered trademarks, and are used only for identification and explanation without intent to infringe.

Library of Congress Cataloging in Publication Data
Naciri, Ahmed.
Internal and external aspects of corporate governance / Ahmed Naciri.
p. cm.(Routledge studies in corporate governance ; 5)
Includes bibliographical references and index.
ISBN 978-0-415-77641-7 (hardback : alk. paper)ISBN
978-0-203-86529-3 (ebook)
1. Corporate governance. I. Title.
HD2741.N33 2010
658.4'2dc22
2009021335

ISBN 0-203-86529-4 Master e-book ISBN

ISBN10: 0-415-77641-4 (hbk)

ISBN10: 0-203-86529-4 (ebk)

ISBN13: 978-0-415-77641-7 (hbk)

ISBN13: 978-0-203-86529-3 (ebk)

This book is dedicated to all those who lost all their life savings
and/or retirement securities because of others greed. It is a
reminder that our way of doing business can be changed and
ought to be and unfairness should be disturbing and decried by
each one of us, especially if we are benefiting from it.

Contents
Comprehensive Cases

1.1

Adam Smith, The Wealth of Nations

2.1

The Sarbanes-Oxley Act

3.1

New York Stock Exchange Statement of Corporate Governance Practices

4.1

Microsoft Corporation Audit Committee

5.1

Internal Control Guidance for Directors on the Combined Code

6.1

Harvard University Risk Management System

7.1

IFRS Financial Statements

8.1

Royal Bank of Canada, Report of Independent Registered Chartered Accountants

9.1

Credit-Rating Agencies Around the World

10.1

The Madoff Ponzi Scheme

11.1

The Global Corporate Governance Forum

12.1

The Theory of Moral Sentiments

Appendices

7.A

Consolidated Balance Sheet at 31 December 200X

7.B

Consolidated Income Statement for the Year Ended 31 December 200X

7.C

Consolidated Cash-Flow Statement for the Year Ended 31 December 200X

Tables

3.1

The Most Significant Responsibilities of the Chairman of the Board

3.2

Measures to Be Taken by the Board for Ensuring an Appropriate Corporate Governance System

3.3

Strategic Planning Process

3.4

Risk Identification and Management

3.5

Internal Control

3.6

Oversight of Communications and Public Disclosure

4.1

Airframe KLM, Board of Directors Committees

4.2

Audit Committee Financial Information Review

4.3

Audit Committee Duties With Regard to External Audit

4.4

Audit Committee Actions With Regard to Monitoring Internal Control

4.5

Nomination Committee Duties

4.6

Remuneration Committee Duties

4.7

Potential Standing Committees

5.1

Common Categories of Control Activities

5.2

The Process of Information Identification, Capture, and Distribution

6.1

Risk Table

6.2

Examples of Risk Measurement

7.1

Recognition Criteria for the Elements of Financial Statements

7.2

List of Adopted IFRS

7.3

International Accounting Standards (IAS)

7.4

International Financial Reporting Interpretations (IFRIC)

7.5

International Auditing Standards Adopted by the IAASB

7.6

The Use of IFRS by Jurisdictions

8.1

Report of Independent Registered Public Accounting Firm

8.2

Big Four Accounting Firms Global Revenues for the Year 2007

9.1

Examples of Credit Ratings by the Three Largest Credit-Ratings Agencies

9.2

Ratings Criteria, Agencies Versus Banks

10.1

New York Stock Exchange Regulations: Statement of Corporate Governance Practices

Figures

P.1

Trust-mistrust zones.

1.1

The financial hurricane.

1.2

Four failure stories of fraud.

1.3

Classification of corporate governance defense mechanisms.

1.4

Corporate governance defense mechanisms assumed objective.

1.5

Internal control objectives.

1.6

The financial decision-making triangle, IEM model.

2.1

Agency causes.

2.2

Agency consequences.

2.3

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