Corporate Governance: A Practical Guide to the Legal Frameworks and International Codes of Practice [Hardcover]

Alan Calder (Author)

Book Description

Publication Date: May 28, 2008

Studies have shown that a company's share price is often linked to how well governed the company is, providing board members with a strong financial incentive to maintain good corporate governance practices. Yet what may constitute good governance will vary across different countries and companies. There is no "one size fits all" model of corporate governance. Corporate Governance will help readers become familiar with the principles and practice of good governance appropriate to their companies, enabling them to uphold those standards that will improve their corporate reputation while providing reassurance to market regulators. Written for directors of companies large and small, it answers every question about what good corporate governance means for a company's reputation and its share price.

Editorial Reviews

About the Author

Alan Calder is founder-director of IT Governance Ltd, which provides IT governance and information security services. He is the author of International IT Governance and A Business Guide to Information Security, both published by Kogan Page.

Product Details

• Hardcover: 272 pages
• Publisher: Kogan Page (May 28, 2008)
• Language: English
• ISBN-10: 0749448172
• ISBN-13: 978-0749448172
• Product Dimensions: 1.5 x 6.2 x 9.5 inches
• Shipping Weight: 1.4 pounds (View shipping rates and policies)
• Average Customer Review: 4.0 out of 5 stars  See all reviews (2 customer reviews)
• Amazon Best Sellers Rank: #2,371,381 in Books (See Top 100 in Books)

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Customer Reviews

Most Helpful Customer Reviews

3.0 out of 5 stars Good as a start on the subject, September 20, 2009

By 

A. REHMAN (Abu Dhabi United Arab Emirates) - See all my reviews
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This review is from: Corporate Governance: A Practical Guide to the Legal Frameworks and International Codes of Practice (Hardcover)

This book is probably the latest on the subject of legal frameworks and codes of practice and includes developments in its year of publication - 2008.
Staring with a chapter on the history of corporate governance, the book covers the USA, the European Union and the UK. Lack of coverage of the Arab Gulf and many other regions is certainly a weakness of the book.
The chapter on duties of directors is comprehensive but short. The other chapters that are found in any book on corporate governance include those on the board, the company secretary and directors remuneration. The information in all of these is comprehensive and up-to-date, though short. The chapter on the "combined Code and financial reporting" is one that is not very common in most of the books on the subject.
There are three chapters that deal with audit and control. This is unusual for books on the subject and is probably due to the realization that proper audit and control may have avoided some aspects of the current financial crisis.
Two chapters in the book are very unusual for books on corporate governance although it is very logical for them to be there - risk management and IT governance. In fact, most of the courses and books on corporate governance neglect these two very important aspects of corporate governance in spite of the fact that the lack of risk management and the lack of controls using IT governance have contributed greatly to the present crisis.
The chapter on IT governance, however, lacks reference to the "IT Governance Institute" and ISACA who are the de facto flag bearers of IT governance. It also lacks reference to CobIT, the best practice for IT governance. The absence of this reference, on the other hand, also indicates the weakness of these institutions in effectively pursuing their case with their proper audience.
The book is excellent as a first book on the subject of legal frameworks and international codes of practice in corporate governance. The reader can then go into the required level of detail using the numerous references cited in the book.
The main strength of this book is that it contains the latest information on all aspects of corporate governance, something that very books do. It will lose this strength very soon unless the publisher or the author create a Web-site for the book and keep it updated.

5.0 out of 5 stars Calder's clarity for good corporate governance practice, January 1, 2009

By 

Phillip Taylor (Richmond Upon Thames, England) - See all my reviews
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This review is from: Corporate Governance: A Practical Guide to the Legal Frameworks and International Codes of Practice (Hardcover)

Alan Calder's masterful new work allows the reader to become much more familiar with the practice and the main principles of what we now call the `governance' of a company. He introduces the newly used (and slightly ridiculous) title of `governance' as a strategy by writing that "corporate governance has become critical for all medium and large organisations. Those without a governance strategy face significant risks; those with one perform measurably better." Certainly, but what' new except a change of word from `running' to `governance' (to incorporate compliance)!

Calder goes on to state his aim is "to provide a clear description for managers and executives that will enable them to identify the practical steps necessary to meet today's corporate governance requirements". So, has he succeeded in this aim? Yes, and very well indeed with a readable work for the non-lawyer- no cases and statutes in the body text, and useful notes at the end of each chapter.

The book has 19 chapters and 8 appendices (where the legal bit is). This is a down to earth book which explodes the celebrity nonsense of `greed is good' making way for `looting is good' and the repeated challenging behaviour exhibited with the spate of collapses and failures greeting this new century with its uncertainty and sub-prime bad management practices still rife.

Calder should be required reading for directors and shareholders with his chatty style which deals so well with what running a company today means for you, your name in business and how much money you can make. He identifies that studies have shown that share price is often linked to the effective governance (running) or otherwise of the company itself. This price is reflected by providing board members and managers with a string financial incentive to maintain effective corporate governance practices (well covered in the appendices).

The great benefit of this book is how Calder covers what should constitute good governance (which varies in different countries and companies as we all know) so that there can never be a `one size fits all' model for corporate governance.

Alan Calder's book is timely with his coverage of the United Kingdom's consolidating Companies Act 2006 (one of the largest pieces of legislation ever passing through our Parliament) and the American Sarbanes-Oxley Act which gives us the current direction in which businesses must go to be successful...and compliant.

This is a practical guide that gives clear and concise information on what makes for good corporate governance and I hope that some notice is taken of the propositions put forward because of past behaviour by directors, investors and staff. He sets out the duties and obligations of company directors and puts today's corporate governance of day-to-day business in perspective.

Fortunately, most directors are law-abiding business people. `Corporate governance', or running your company legally (and, possibly with a bit of morality to cater for global concerns!) may seem another extension of the nanny state or "like unnecessary bureaucracy and red tape that interferes with the effective management of their company" but Alan Calder achieves his objective with a book designed to give all types of director directional clarity about what is...and what is not...the acceptable practice with their businesses. It will be fascinating to see what he does with a possible future edition as our global business and financial community develops, and I am sure Mr Calder will be up to the challenge at the time, notwithstanding the unforeseen which has made the business of business so exciting down the ages.