What do you think?
Rate this book
Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences
This is the most comprehensive and up-to-date reference for implementing and sustaining superior corporate governance. Stanford corporate governance experts David Larcker and Bryan Tayan carefully synthesize current academic and professional research, summarizing what is known and unknown, and where the evidence remains inconclusive. Corporate Governance Matters, Second Edition reviews the field's newest research on issues including compensation, CEO labor markets, board structure, succession, risk, international governance, reporting, audit, institutional and activist investors, governance ratings, and much more. Larcker and Tayan offer models and frameworks demonstrating how the components of governance fit together, with updated examples and scenarios illustrating key points. Throughout, their balanced approach is focused strictly on two to "get the story straight," and to provide useful tools for making better, more informed decisions. This edition presents new or expanded coverage of key issues ranging from risk management and shareholder activism to alternative corporate governance structures. It also adds new examples, scenarios, and classroom elements, making this text even more useful in academic settings. For all directors, business leaders, public policymakers, investors, stakeholders, and MBA faculty and students concerned with effective corporate governance.
- GenresBusinessNonfiction
464 pages, Kindle Edition
First published April 14, 2011
27 people are currently reading
89 people want to read
Ratings & Reviews
Friends & Following
Create a free account to discover what your friends think of this book!
Community Reviews
Displaying 1 - 5 of 5 reviews
February 14, 2023
This is a remarkable compilation of information, insight, reflection and wisdom. The full book is a huge commitment of time, for serious governance practitioners. Many of the chapters stand in their own right, and are accessible to a general audience.
“The optimal governance system of an organization will be firm-specific and take into account its unique culture and attributes.” Governance systems can’t be standardised, because their design depends crucially on the settings of the scenario (which vary to an infinite degree).
The title of this book has a simple and useful word play: the topic is a broad assessment of the range of matters that relate to governance of companies; and the approaches emphasise that governance choices do matter...
This is a weighty 500-page review, which is based on hand-picked academic research. It is empirical (based on evidence, observations, peer-reviewed studies, and research), not normative (based on prescriptive standards which “should” apply to the circumstances under consideration).
This book focuses on publicly listed companies in the United States, with cursory (but insightful) comparisons to private equity/venture capital, family-controlled businesses, and non-profits.
Structural features of the board and many regulated/mandated requirements (such as director independence, separation of CEO and Chair roles, and most auditor restrictions) “have negative or neutral impacts on corporate outcomes and shareholder value.” Most of the “best practices” have not been tested, understood, or validated... These are incredibly important observations.
The empirical evidence does not generally support uniform governance standards. Governance quality must be “assessed on a case-by-case basis, using independent judgement and a critical understanding of how various governance structures interact to improve or detract from corporate performance.” Context and fitness-for-purpose/circumstances rise to the fore. "Box ticking exercises" that check for the presence of specific governance features add little value, but they do consume resources (and divert boards away from organisational performance).
In terms of ratings and rankings across companies, a ratings model built on the assumption that a single governance structure (or ESG approach) built as “best practice” and uniformly applied across firms seems likely to fail.
Private equity directorships can require two to three times as much time commitment, compared to publicly-owned corporations. PE boards have more insiders, they are smaller, and “the focus of board meetings is on business, financial, and risk-management issues more than compliance and regulatory issues.” There is support for PE directors adding more value than public company directors.
The authors emphasise an increased focus on assessing the functions of governance (how it works in practice), rather than the mere presence of governance features. Page 475 has three excellent examples.
“The optimal governance system of an organization will be firm-specific and take into account its unique culture and attributes.” Governance systems can’t be standardised, because their design depends crucially on the settings of the scenario (which vary to an infinite degree).
The title of this book has a simple and useful word play: the topic is a broad assessment of the range of matters that relate to governance of companies; and the approaches emphasise that governance choices do matter...
This is a weighty 500-page review, which is based on hand-picked academic research. It is empirical (based on evidence, observations, peer-reviewed studies, and research), not normative (based on prescriptive standards which “should” apply to the circumstances under consideration).
This book focuses on publicly listed companies in the United States, with cursory (but insightful) comparisons to private equity/venture capital, family-controlled businesses, and non-profits.
Structural features of the board and many regulated/mandated requirements (such as director independence, separation of CEO and Chair roles, and most auditor restrictions) “have negative or neutral impacts on corporate outcomes and shareholder value.” Most of the “best practices” have not been tested, understood, or validated... These are incredibly important observations.
The empirical evidence does not generally support uniform governance standards. Governance quality must be “assessed on a case-by-case basis, using independent judgement and a critical understanding of how various governance structures interact to improve or detract from corporate performance.” Context and fitness-for-purpose/circumstances rise to the fore. "Box ticking exercises" that check for the presence of specific governance features add little value, but they do consume resources (and divert boards away from organisational performance).
In terms of ratings and rankings across companies, a ratings model built on the assumption that a single governance structure (or ESG approach) built as “best practice” and uniformly applied across firms seems likely to fail.
Private equity directorships can require two to three times as much time commitment, compared to publicly-owned corporations. PE boards have more insiders, they are smaller, and “the focus of board meetings is on business, financial, and risk-management issues more than compliance and regulatory issues.” There is support for PE directors adding more value than public company directors.
The authors emphasise an increased focus on assessing the functions of governance (how it works in practice), rather than the mere presence of governance features. Page 475 has three excellent examples.
November 23, 2020
يتكون الكتاب من ١٣ فصل تتناول مسائل حوكمة الشركات من الاطار التعريفي وحتى معايير تطبيق الحوكمة في مختلف الجهات.
ناقش الكاتب أدلة وبراهين لعدد كبير من التجارب المطبقة في عدد من الشركات باختلاف صناعاتها لتحديد مدى تطبيق هذه الشركات لمعايير الحوكمة ودقتها، كما ناقش الكاتب بتعمق أدوار المدراء التنفيذيين، تعيينهم عوائدهم وحتى تعويضاتهم.
ناقش الكاتب عددًا من القضايا التي تم ولم يتم فيها تطبيق معايير الحوكمة واوضح الفروق الناتجة عن هذة الاختلافات، كما بين أهمية ودور الرقابة على اجراءات الشركات الداخلية من حيث التطبيق وآليات العمل وحتى عوائد المساهمين.
أوضح الكاتب دور الحوكمة في تقليل الفجوة الناتجة عن انفصال المدراء التنفيذيين وتطلعاتهم عن تطلعات المساهمين والملاك وأوضح أنه يجب الأخذ بعين الاعتبار جميع هذه الأهداف وتقديم مصلحة الشركة على أي مصلحة أخرى.
الكتاب ممتاز ومتخصص جدًا، تم تأليفه عام ٢٠١١ وتمت ترجمته من قبل معهد الإدارة في العام ٢٠١٧
موضوع الحوكمة لا يزال حديث وكثير الجدل حول دوره في تنظيم الشركات والحد من الفجوة بين المساهمين والمنظمين
.
ناقش الكاتب أدلة وبراهين لعدد كبير من التجارب المطبقة في عدد من الشركات باختلاف صناعاتها لتحديد مدى تطبيق هذه الشركات لمعايير الحوكمة ودقتها، كما ناقش الكاتب بتعمق أدوار المدراء التنفيذيين، تعيينهم عوائدهم وحتى تعويضاتهم.
ناقش الكاتب عددًا من القضايا التي تم ولم يتم فيها تطبيق معايير الحوكمة واوضح الفروق الناتجة عن هذة الاختلافات، كما بين أهمية ودور الرقابة على اجراءات الشركات الداخلية من حيث التطبيق وآليات العمل وحتى عوائد المساهمين.
أوضح الكاتب دور الحوكمة في تقليل الفجوة الناتجة عن انفصال المدراء التنفيذيين وتطلعاتهم عن تطلعات المساهمين والملاك وأوضح أنه يجب الأخذ بعين الاعتبار جميع هذه الأهداف وتقديم مصلحة الشركة على أي مصلحة أخرى.
الكتاب ممتاز ومتخصص جدًا، تم تأليفه عام ٢٠١١ وتمت ترجمته من قبل معهد الإدارة في العام ٢٠١٧
موضوع الحوكمة لا يزال حديث وكثير الجدل حول دوره في تنظيم الشركات والحد من الفجوة بين المساهمين والمنظمين
.
February 1, 2020
Quite a lot of info; well presented
The author presents all the different dimensions of corporate governance clearly. For a first-time board member, the book is a great overview on the issues you will be asked to consider.
The author presents all the different dimensions of corporate governance clearly. For a first-time board member, the book is a great overview on the issues you will be asked to consider.
July 23, 2016
Very good educational material
September 3, 2025
This book is an excellent starting point for emerging leaders and practicing professionals. It introduces readers to the essential language of Corporate Governance (CG) in a simple and engaging way. From understanding what corporations are, to how governance frameworks work across different countries, the book provides a solid foundation.
The writing style is approachable, and the real strength of the book begins in Chapter 3: Board of Directors — Duties and Liabilities. This section explains clearly how boards function and outlines their basic responsibilities. The discussion of the three core duties — duty of care, duty of loyalty, and duty of obedience — was particularly eye-opening. I appreciated how the author showed that directors are expected to make informed decisions based on management’s reports, but are not personally liable if the information provided is incorrect, as long as they acted responsibly.
Another fascinating area was how board selection, nomination, and executive compensation are handled. Learning how directors’ and C-suite executives’ pay is performance-based, justified through KPIs, and tied to organizational outcomes gave me a new perspective. It was surprising to see how even board members have their own measurable performance standards.
The book also highlights the complex relationship between shareholders and stakeholders, showing how their interests may align or conflict. The sections on shareholder activism, stakeholder expectations, and ESG ratings (such as those issued by credit agencies like Moody’s) were very useful. For me, the ESG discussion was especially valuable, as it showed how ratings influence trust and investment decisions.
In the end, the book makes it clear that corporate governance is context-dependent — shaped by culture, law, markets, and expectations. This was a great insight for me, as it shows there is no single model, but a set of principles applied differently around the world.
In short: this is a must-read for anyone serious about leadership and governance. It’s a practical, engaging, and insightful guide that will help both beginners and experienced leaders understand the heart of corporate governance.
I highly recommend this book to professionals who wish to strengthen their leadership and governance skills.
The writing style is approachable, and the real strength of the book begins in Chapter 3: Board of Directors — Duties and Liabilities. This section explains clearly how boards function and outlines their basic responsibilities. The discussion of the three core duties — duty of care, duty of loyalty, and duty of obedience — was particularly eye-opening. I appreciated how the author showed that directors are expected to make informed decisions based on management’s reports, but are not personally liable if the information provided is incorrect, as long as they acted responsibly.
Another fascinating area was how board selection, nomination, and executive compensation are handled. Learning how directors’ and C-suite executives’ pay is performance-based, justified through KPIs, and tied to organizational outcomes gave me a new perspective. It was surprising to see how even board members have their own measurable performance standards.
The book also highlights the complex relationship between shareholders and stakeholders, showing how their interests may align or conflict. The sections on shareholder activism, stakeholder expectations, and ESG ratings (such as those issued by credit agencies like Moody’s) were very useful. For me, the ESG discussion was especially valuable, as it showed how ratings influence trust and investment decisions.
In the end, the book makes it clear that corporate governance is context-dependent — shaped by culture, law, markets, and expectations. This was a great insight for me, as it shows there is no single model, but a set of principles applied differently around the world.
In short: this is a must-read for anyone serious about leadership and governance. It’s a practical, engaging, and insightful guide that will help both beginners and experienced leaders understand the heart of corporate governance.
I highly recommend this book to professionals who wish to strengthen their leadership and governance skills.
Displaying 1 - 5 of 5 reviews