Corporate Governance Theories, Principles and Practice, Third Edition

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 Risck, 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, Delegation and Reliance and Duties Below the Board Level
9: Definition of Director and Officer: Appointment, Retirement and Removal of Directors
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 Judgement 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 and Statutory Penalty Regime, and the 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: Chairperson, Managing Director/CEO, Company Secretary and the Board
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 Governance28: Current Issues in Corporate Governance of Listed Public Companies
29: Corporate Governance and the Judges Introduction
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
34: The Role of Corporate Social Responsibility, citizenship and Sustainability in Modern Corporate Governance
35: Case Studies in Corporate Governance
Part 5: The Impacts of Globalization
36: Comparative Corporate Governance Systems: An overview
37: The Globalization of Corporate Governance
38: Thinking New Thoughts on Corporate Governance

John Farrar, Professor School of Law, University of Waikato, Hamilton, New Zealand