Corporate Governance Matters, 3rd Edition gives corporate board members, officers, directors, and other stakeholders all the knowledge they need to implement and sustain superior governance in today’s challenging business environments. Authored by two leading experts, it fully addresses every component of governance, reflecting the latest trends and statistics. Updated throughout, it carefully synthesizes current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Coverage includes: international corporate governance; equity ownership; incentives; labor markets for CEOs; board structures; linkages to organizational strategy and business models; risk management, succession planning, financial reporting and external audit; governance ratings; and alternative corporate governance structures, including family-controlled businesses, nonprofits, private equity, and venture capital. This edition includes expanded coverage of many core and emerging issues, including:

• Environmental, Social, and Governance (ESG)
• Board effectiveness
• CEO succession
• CEO compensation
• Cybersecurity and risk
• Shareholder activism, and more

Throughout, the authors’ models and frameworks demonstrate how components of governance fit together, with examples and scenarios illustrating key points. Their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.

David Larcker is James Irvin Miller Professor of Accounting at the Graduate School of Business of Stanford University; Director of the Corporate Governance Research Program; Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation, corporate governance, and managerial accounting, examining the choice of performance measures and compensation contracts in organizations. His current research projects address the valuation implications of corporate governance, the impact of proxy advisory firms on shareholder proxy voting, and modeling the cost of executive stock options.

Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including boards of directors, succession planning, executive compensation, financial accounting, and shareholder relations. Previously, he worked as a financial analyst at Stanford University's Office of the CEO and as an investment associate at UBS Private Wealth Management. He has actively managed a private investment partnership since 2006, specializing in long-term, conservative growth through equity investments. Tayan received his MBA from the Stanford Graduate School of Business and his BA from Princeton University.

1. Introduction to Corporate Governance

2. International Corporate Governance

3. Board of Directors: Duties and Liability

4. Board of Directors: Selection, Compensation, and Removal

5. Board of Directors: Structure and Consequences

6. Strategy, Performance Measurement, and Risk Management

7. Labor Market for Executives and CEO Succession Planning

8. Executive Compensation and Incentives

9. Executive Equity Ownership

10. Financial Reporting and External Audit

11. The Market for Corporate Control

12. Institutional Shareholders and Activist Investors

13. Corporate Governance Ratings

14. Alternative Models of Governance

15. Summary and Conclusions