Book contents
- Frontmatter
- Contents
- List of Figures and Tables
- Introduction
- Part 1 The Discipline of Governance
- Chapter 1 The landscape and definitions of governance: the major actors
- Chapter 2 Inward-facing governance
- Chapter 3 Outward-facing governance
- Part 2 The Relationship between Law and Governance
- Part 3 Governance and the Listed Company
- Part 4 Governance and Regulation
- Part 5 Counter-governance: Failures of governance and corporate failure
- Bibliography
- Index
- References
Chapter 2 - Inward-facing governance
from Part 1 - The Discipline of Governance
Published online by Cambridge University Press: 05 March 2013
- Frontmatter
- Contents
- List of Figures and Tables
- Introduction
- Part 1 The Discipline of Governance
- Chapter 1 The landscape and definitions of governance: the major actors
- Chapter 2 Inward-facing governance
- Chapter 3 Outward-facing governance
- Part 2 The Relationship between Law and Governance
- Part 3 Governance and the Listed Company
- Part 4 Governance and Regulation
- Part 5 Counter-governance: Failures of governance and corporate failure
- Bibliography
- Index
- References
Summary
This chapter:
looks at and describes the governance relationships between shareholders, directors and companies;
reviews the roles of the major actors in the governance relationships;
discusses limited liability;
looks at the ‘shareholders contract’ – the articles of association;
tests the role of the actors against existing theory.
The first chapter looked at the broad landscape of governance and surveyed the theoretical background; it offered new definitions of corporate governance that seek to overcome the shortcomings of established definitions and, in particular, included notions that go beyond the limited concept of shareholder primacy. It mentioned the chief component of corporate governance – the company – only in passing.
This chapter will deal with some of the formal characteristics of the company and other actors in the governance process. It will conclude by developing an argument that a more realistic description of what a shareholder is in these companies is not the owner of the company at all but the possessor of a different piece of property – the share itself. The argument for this requires an examination of the positions of the other parties who are involved in the company.
- Type
- Chapter
- Information
- Theory and Practice of Corporate GovernanceAn Integrated Approach, pp. 26 - 54Publisher: Cambridge University PressPrint publication year: 2013