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Corporate Governance

Corporate Governance - Corporate Governance BUSINESS ETHICS...

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BUSINESS ETHICS BUS M 390 Corporate Governance
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Corporate Governance TRADITIONAL MODEL REVISIONIST MODEL Stockholders Board of directors Top managers Board of directors elect nominate & control Top managers hire and fire Stockholders
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To receive dividends, if declared To vote on: Members of board of directors Major mergers and acquisitions Charters and bylaw changes Proposals by stockholders To receive annual reports To bring shareholder suits against the company & officers To sell their own shares of stock to others Legal Rights of Stockholders
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Individual v. Institutional Ownership 1965-2002 Year Percent of all stocks owned
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Functions of Boards of Directors Financial objectives and overall strategy Compensation and succession Advise and counsel top management Board candidates
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OTHER BOARD FUNCTIONS: Strategic planning Create and maintain corporate culture and ethical climate Promote shareholder rights Determine executive compensation Supervise mergers and acquisitions
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