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Corporate governance, the role played by the board of directors, has changed dramatically in recent years, as boards become more assertive in their watchdog function. In Keeping Good Company, leading authority Jonathan Charkham--whom The Financial Times of London recently dubbed "Mr. Corporate Governance"--provides an insightful comparative study of corporate governance in five major industrial powers: Japan, Germany, France, the United Kingdom, and the United States.
Charkham provides a concise survey of business practices in these five nations--the roles played by the government, the banks, the stockholders, and so forth--and evaluates the positive and negative aspects of each system of governance. For example, he points out some of the problems found in American corporate governance: the information given to the board is often insufficient (at times, deliberately so); the board members are not always expert enough to see deeply into what they are being told; and board members are not always willing to exert necessary and timely influence over the management of the corporation. Equally important, he highlights the cultural aspects of each nation that help shape their style of corporate governance. For instance, he shows how Japanese values of "consensus," "obligation," and "family" influence business. Thus in Japan, top management makes immense efforts to build a consensus, boards take a collegial approach, the company is viewed as a family, and leaders are rarely removed ("Only God removes a president," one Japanese said). We also read of Germany's unique two-tiered system of corporate governance in which the job of overseeing and appointing the board (Vorstand) is given to the Aufsichtsrat, a separate group of supervisors. And we learn of France's PDG (president director), a figure of almost absolute power (which Charkham suggests may be traced back to such powerful figures as Napolean or de Gaulle). Charkham points out that the best systems seem to be collegial in style, that contrary to the saying that the best committees are committees of one, group management is actually a more efficient way of running a large and complex operation (in Europe, some of the best companies, such as Shell and Unilever, are governed by a more collegial process). And of the five nations studied, he concludes that Germany and Japan appear to have the most efficient systems of corporate governance.
Hailed as "the definitive study on comparative corporate governance" by Harvard's Jay Lorsch (author of Pawns and Potentates and an expert on America's corporate boards), Keeping Good Company brilliantly demonstrates that a sound framework for the exercise of corporate power is an economic necessity. This book will be essential reading for all top executives, especially those working for multinational corporations.

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CONTENTS
List of Figures = xiv
List of Tables = xv
List of Abbreviations = xvi
1. INTRODUCTION = 1
2. GERMANY = 6
 ⅰ. Introduction = 6
 ⅱ. Background = 6
 ⅲ. Corporate Governance at Work = 12
 ⅳ. The Basic Principles = 43
 ⅴ. The Developing Scene = 49
 ⅵ. Envoi = 56
 Appendix 2A. Vorstand Rules of Procedure: An example = 59
 Appendix 2B. Aufsichtsr$$\ddot a$$te of Selected Companies = 61
3. JAPAN = 70
 ⅰ. Introduction = 70
 ⅱ. The System at Work = 74
 ⅲ. Trends and Issues = 113
4. FRANCE = 119
 ⅰ. Introduction = 119
 ⅱ. The Industrial Sector = 123
 ⅲ. The Formal Structure of Corporate Governance = 128
 ⅳ. Dynamism and Accountability: An Appreciation = 151
 ⅴ. A Period of Transition = 153
 Appendix 4A. France: Structure of Output = 155
 Appendix 4B. Consolidated Companies of the Paribas Group = 156
 Appendix 4C. Shareholder's Proxy Form: An Example = 169
 Appendix 4D. History of French Banking = 171
5. UNITED STATES OF AMERICA = 174
 ⅰ. Introduction = 174
 ⅱ. The Machine at Work = 182
 ⅲ. Commentary = 220
 ⅳ. Developments = 226
 Appendix 5A. Institutional Investor Holdings in US Corporations = 235
 Appendix 5B. Top Fifteen Pension Funds with Investments in Equities = 236
 Appendix 5C. Take-over Defences: An Example = 238
 Appendix 5D. Recommendations of Treadway Commission on Audit Committees = 240
 Appendix 5E. Objectives of the United Shareholders Association = 241
 Appendix 5F. 1991 Target 50, Results = 242
 Appendix 5G. American Depositary Receipts (ADRs) = 244
 Appendix 5H. Percentage Holdings by Type of Institutional Investor = 245
 Appendix 5J. The Largest Mutual Fund Managers = 247
6. THE UNITED KINGDOM = 248
 ⅰ. Background = 248
 ⅱ. The Machine at Work = 260
 ⅲ. An Evaluation = 319
 ⅳ. Review = 340
 ⅴ. Envoi = 342
 Appendix 6A. The Role of Company Boards = 344
 Appendix 6B. University of Exeter Survey into Audit Committees in Financial Institutions = 347
7. WHICH SYSTEM IS BEST? = 349
 Appendix. The Cadbury Code: ⅰ. The Code of Best Practice = 367
 Appendix. ⅱ. Audit Committees = 371
List of References and Further Reading = 374
Index = 381