Corporate governance : theories, principles and practice / John Farrar.

Melbourne : Oxford University Press, 2005.

2nd edition

25407

Corporate governance in Australia and New Zealand.

Corporate governance -- Australia.

Corporate governance -- New Zealand.

Corporation law -- Australia.

Corporation law -- New Zealand.

Part 1. Basic concepts: 1. The concept of corporate governance

2. A brief thematic history of corporate governance

3. The concept of the corporation

4. The concept of corporate control and its relevance

5. The corporation, its constitution, and legal actions: questions of risk, authority, and liability

Part 2. The legal core: 6. Division of power between the board of directors and the general meeting

7. Meetings

8. The legal role of the board of directors and delegation and reliance

9. Definition of director and officer

appointment, retirement, and removal of directors

rights of access to information

10. Duties of directors and officers: overview

11. The basic duties to act in good faith in the best interest of the company, and for a proper purpose

12. The duty to avoid self-dealing

13. Duties of care and the business judgment rule

14. Directors' duties and corporate governance in troubled companies

15. Shareholder rights and duties

16. Relieving and protecting directors

17. Holding directors accountable: remedies of the company

18. Holding directors accountable: minority shareholder remedies

19. Disclosure and the role of the auditor and audit committee in corporate governance

20. The Australian Securities and Investments Commission, statutory penalty regime, and disqualification of directors in Australia and New Zealand

21. Use and abuse of corporate groups

22. Insider trading

23. Investigation of serious fraud

Part 3. The self-regulation penumbra: 24. Key relationships

25. Determining the appropriate roles of the board and management

26. The role of institutional investors in corporate governance

27. Systems of self-regulation

Part 4. Contemporary issues in corporate governance: 28. Current issues in corporate governance of listed public companies

29. Corporate governance and the judges

30. Corporate governance in small and medium-sized enterprises

31. Corporate governance in not for profits

32. Corporate governance in corporatised enterprises

33. Business ethics

Part 5. The impacts of globalization: 34. Comparative corporate governance systems: an overview

35. The globalization of corporate governance

36. Thinking new thoughts on corporate governance.

0195517377

xxvi, 549 p.