chapter 1 origin and development of independent director system in us introduction 1.background of initiating independent director system in us 1.1 from shareholder dominance to board of director dominance 1.2 from board of director dominance to managerial dominance 2.expected function of independent director system in us 3.adoption of independent director system in us 3.1 regulatory rules influence 3.2 institutional shareholder activism 3.3 ali corporate governance project 3.4 market participants internal incentive 4.effectiveness of independent director system in us 4.1 itive views on effectiveness of independent director system 4.2 views on effectiveness of independent director system 4.3 other mechanisms monitoring 5.corporate scandals: failure of gatekeepers in corporate governance 5.1 case of enrons collae 5.2 case of adelphia munications 5.3 case of tyco international 5.4 case of global crossing ltd. 5.5 case of worlds bankruptcy 6.new rules after the enron collae 6.1 sarbanes-oxley act of 2002 6.2 new stock exchange rules: nyse(the new york stock exchange)and nasd (the national association of securities dealers) summary chapter 2 adoption of independent director system in china introduction 1.sharehol structure in chinese listed corporations 1.1 transformation from state-owned enterprises to modern corporations 1.2 sharehol structure in chinese listed corporations 2.motivation of introducing independent director system in china 2.1 invalidity of board of supervisors 2.2 exploitation of small shareholders by large shareholders 2.3 influence from government 3.expected role of independent director system in china 4.regulations of independent director system in china 4.1 process of introducing independent director system into china 4.2 substantial rules of independent director system in china 5.differences in rules regar independent director system between china and the us 5.1 different expected roles 5.2 different requirements on proportion 5.3 different definition of independence 5.4 different requirement on mittee structure 5.5 different requirement on nomination 5.6 necessity to reconcile independent director and board of supervisors summary chapter 3 actual effect of independent director system in china introduction 1.appointment of independent directors in china 2.nomination of independent directors in china 3.ition of independent directors in china 4.participation of independent directors in china 5.working environment of independent directors in china 6.recement of independent directors in china 7.link between independent directors and corporate performance 8.two cases about independent directors in china summary chapter 4 inherent weaknesses of independent director system introduction 1.rationale in independent director system 2.petence problem in independent director system 2.1 delimitation of “independence” 2.2 capacity and nomination of independent director 2.3 tenure and proportion of independent director 3.incentive problem in independent director system 3.1 pensation of independent director 3.2 duties and liabilities of independent director 3.3 concern for reputation summary chapter 5 board of supervision vs. independent director system introduction 1.analysis of board of supervision in germany 1.1 arrangement of board of supervision in germany 1.2 analysis of board of supervision 1.3 marked traits of board of supervision in germany 2.appraisal of board of supervision in germany 2.1 the merits of board of supervision 2.2 the weakness of board of supervision 3.parison between the two internal monitoring systems in germany and us 3.1 structural differences in the two internal monitoring systems 3.2 endogeic differences derived from the local forces 3.3 spe concerns on efficiency of internal control 4.trend of functional convergence 4.1 evidence of convergence from american side 4.2 evidence of convergence from german side summary chapter 6 coestence of two internal monitoring systems in one pany introduction 1.different opinions on the coestence of two internal monitors 2.arguments for supporting coestence of two internal monitors 3.coestence causes conflicts in regulation 3.1 overlapped powers and duties between board of supervisors and independent directors under chinese regulations 3.2 conflicting legal status of independent director system and board of supervisors 4.coestence causes conflicts in practice 4.1 overlapped role of independent director system and board of supervisors in practical view 4.2 functional similarity between independent director system and board of supervisors 4.3 criticism on certain proals 4.4 petition for power on oversight 4.5 weakening of actual effect on oversight 4.6 free-ri problem 4.7 increased cost for the pany 4.8 cost and benefit analysis summary chapter 7 mandatory approach or optional approach introduction 1.different approaches to implementing independent director system 1.1 mandatory approach 1.2 remendatory approach 1.3 optional approach—a hybrid solution 2.government regulation theory and market-oriented theory 2.1 government regulation theory 2.2 contractual or market-oriented theory 3.appraisal of mandatory approach 3.1 the values of mandatory approach 3.2 problems with mandatory approach 4.appraisal of remendatory approach 4.1 advantages of remendatory approach 4.2 disadvantages of remendatory approach 5.evidence from japanese experience 5.1 amendment of japanese mer code in 2002 5.2 actual effect ofthe amendment in 2002 5.3 indications from japanese experience 6.values of optional approach 6.1 overe the detriments of mandatory approach 6.2 overe the detriments of remendatory approach 6.3 provide petition among corporate governance rules summary chapter 8 which approach is suitable for china introduction 1.chinese market needs governmental intervention 1.1 lack of mature free market in china 1.2 spe concern on protecting minority shareholders 2.improper to mandate independent director system in china 2.1 inherent problems in&n
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