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Corporate Governance by Robert A. G. Monks

By Robert A. G. Monks

Within the wake of the dramatic sequence of company meltdowns: Enron; Tyco; Adelphia; WorldCom; the well timed re-creation of this winning textual content offers scholars and enterprise pros with a welcome replace of the foremost matters dealing with managers, forums of administrators, traders, and shareholders.In addition to its authoritative evaluate of the background, the parable and the truth of company governance, this re-creation has been up-to-date to include:analysis of the newest situations of company catastrophe; an outline of company governance guidance and codes of perform in constructing and rising markets new situations: Adelphia; Arthur Andersen; Tyco Laboratories; Worldcom; Gerstner's pay packet at IBMOnce back within the re-creation in their textbook, Robert A. G. clergymen and Nell Minow convey basically the position of company governance in ensuring the correct questions are requested and the mandatory exams and balances in position to guard the long term, sustainable price of the firm. A CD-ROM containing a complete case research of the Enron cave in, whole with senate hearings and video pictures, accompanies the textual content. additional lecturer assets and hyperlinks can be found at www.blackwellpublishing.com/monks

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According to the Indian government, some 3,800 people died and thousands more were injured as a direct result of exposure to the lethal fumes. CGC01 08/09/2005 3:21 PM Page 19 WHAT IS A CORPORATION? When the disaster occurred, the Bhopal plant was operated by Union Carbide India Limited (UCIL), a 51 percent affiliate of Union Carbide Corporation. At that time, Dow had absolutely no connection with either the facility or any of the companies linked to the incident. But 16 years after the tragedy, on February 6, 2001, Dow acquired Union Carbide’s shares.

The issues surrounding Bhopal are extremely emotive. It is a tragedy that should never have happened. Like the rest of industry, Dow has an obligation to learn from what took place that terrible night and to take whatever measures are necessary to prevent anything like it from ever happening again. 19 CGC01 08/09/2005 3:21 PM Page 20 20 CORPORATE GOVERNANCE Case in point: Imperial Chemical Industries plc In 1993, Sir Denys Hendersen explained to his shareholders why he was proposing to downsize Imperial Chemical Industries (ICI), a dominant company in one of the most important worldwide industries – the chemical and pharmaceutical business.

How do we measure corporate performance? How should society measure corporate performance? Those two questions are closely related, but their answers are worlds apart. For example, imagine a company that has record-breaking earnings and excellent shareholder returns. This is in part made possible by a rigorous cost-cutting campaign that includes CGC01 08/09/2005 3:21 PM Page 25 WHAT IS A CORPORATION? 25 illegal dumping of toxic waste materials, thereby saving the money that had been used to meet environmental standards for disposal.

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