John Colley - What Is Corporate Governance?
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What Is Corporate Governance?
John L. Colley, Jr.
Jacqueline L. Doyle
George W. Logan
Wallace Stettinius
McGraw-Hill
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The McGraw Hill Companies
Copyright 2005 by The McGraw-Hill Companies, Inc. All right sreserved. Manufactured in the United States of America. Except as permitted under the United States Copyright Act of 1976, no part of this publication may be reproduced or distributed in any form or by any means,or stored in a database or retrieval system, without the prior written permission of the publisher.
0-07-145450-0
eISBN : 9780071444484
The material in this eBook also appears in the print version of this title:0-07-144448-3.
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DOI:10.1036/0071454500
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We are grateful to the University of Virginia, The Darden GraduateSchool of Business Administration, the Darden School Foundation,and the Batten Institute for their support of this project.
It is a great pleasure for us to acknowledge the support and assistanceof a number of administrators, faculty colleagues, and students, withoutwhose help this book could not have been completed. Dean RobertHarris of the Darden School, Associate Dean of the Faculty Jim Freeland,and the Darden Schools Research Committee have been strong supportersof our effort. The Batten Institute, its former executive director, RobertBruner, and its director of research, Sankaran Venkataraman, providedvaluable support. We also wish to thank our faithful assistant, BarbaraRichards, for her extensive contributions to this effort. We are pleased toacknowledge the contributions of Jeff Gill and Tom Farrell to sections ofthis book dealing with the legal obligations of directors.
We are grateful to our esteemed colleague Ed Freeman, who hasbroadened our thinking, especially regarding the integral role of ethics incorporate governance, and in so doing, contributed to the betterment ofthis project.
We also wish to recognize a number of current and former studentswho assisted with various aspects of the book. We especially recognize thecontributions of Kristin Hampton, Christopher Ling, Allison SewellBridges, and Sandipan Panigrahi.
We are grateful to the many students at the Darden School who havestudied with us over the years and the numerous professional colleagueswho have shared governance experiences with us. We particularly andgratefully acknowledge the contributions of Warren Batts, who assisted uswith the initiation of our course on Corporate Governance.
We would also like to thank our gracious colleagues at McGraw-Hill fortheir association and support. We are grateful to Laura Libretti for hersuperior, professional administrative support. We are especially indebted toKelli Christiansen for her unparalleled responsiveness and professionalism,her consistently constructive contributions, and her ever-optimistic support.
Finally, we especially acknowledge the generous patience and supportof our families, who are partners in all of our efforts.
John L. Colley, Jr.
Jacqueline L. Doyle
George W. Logan
Wallace Stettinius
Charlottesville, Virginia
September 1, 2004
CORPORATEGOVERNANCEMAKES HEADLINES
Frustrations with the performance of publicly traded corporations haveabounded for decades. Since the turn of the millennium, though, a confluence of events has served to focus the public eye on the prominent topicof corporate governance and its crucial importance to the U.S. and worldeconomies. Enron Arthur Andersen WorldCom Adelphia Tyco;these debacles and widely publicized scandals, on the heels of the bursting of the dot.com tech bubble (with improprieties of its own), createdan atmosphere of doubt and distrust among the investing public.Confidence failed in the ability of investors to make informed decisions, and the markets on which stocks of public corporations weretraded faltered.
A nervous public grew anxious about the prospect of business failures,job losses, and the severe decline of its savings invested in corporate stocks.Questions were raised as to whether the transgressions were confined to theranks of a few renegades, or whether the wrongdoing was systemic.
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