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This book is a primer on corporate governance for large, publicly held companies in the United States, the system that defines the distribution of rights and responsibilities among different participants in a corporation, such as the board, managers, shareholders, and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. As with any complex system, corporate governance functions best when all of its constituent elements work in harmony, when each performs its assigned role, with the right incentives, properly aligned interests, and the right tools for the job. The turbulent history of corporate governance in recent years is testimony that this has not always been the case.

Corporate governance. --- corporate governance --- boards of directors --- shareholders --- stakeholders --- capitalism --- Sarbanes-Oxley --- Dodd-Frank --- regulation --- security and exchange commission --- New York Stock Exchange --- NASDAQ stock exchange --- auditors --- security analysts --- credit rating agencies --- CEO succession planning --- CEO evaluation --- CEO compensation --- strategy --- management --- oversight --- audit committee --- nominating committee --- compensation committee --- takeovers --- risk management --- shareholder activism --- corporate social responsibility --- global convergence --- chairman of the board --- lead director