Institutional shareholders and corporate governance

목차 (Table of Contents)

• CONTENTS
• List of Tables and Figures = xv
• List of Abbreviations = xvii
• Table of Cases = xxi
• Table of Statutes = xxv
• PART Ⅰ INTRODUCTION
• Chapter 1 The Corporate Governance Systems in the UK and Australia = 1
• A. Introduction = 3
• B. The Power Structure in Large Companies = 6
• C. Agency Costs Inherent in the Corporate Form of Firm Organization = 9
• D. The Monitoring Environment = 11
• E. Adequacy of Present Corporate Governance Systems = 14
• Chapter 2 The Growth of Institutional Share Ownership = 19
• A. United Kingdom = 19
• B. Australia = 25
• PART Ⅱ INSTITUTIONAL INVOLVEMENT IN CORPORATE GOVERNANCE IN THE UK : HISTORY AND CURRENT LEVEL
• Chapter 3 The Participants in the UK = 33
• A. Introduction = 33
• B. Traditional Institutions or Fund Managers? = 33
• 1. The Distinction Outlined = 33
• 2. Investment of UK Institutions' Funds = 36
• ⅰ. Insurance Companies = 36
• ⅱ. Occupational Pension Funds = 37
• ⅲ. Unit Trusts = 41
• ⅳ. Investment Trusts = 41
• 3. Fund Managers' Equity Holdings = 42
• 4. Conclusion : An Important Early Observation = 48
• C. The Trade Association and Other Collective-Action Vehicles = 49
• Chapter 4 Areas of Involvement in the UK = 55
• A. Procedural and General Issues = 56
• 1. Investor Protection and Corporate Governance = 56
• ⅰ. Pre-Emption Rights = 56
• ⅱ. Non-Voting Shared = 58
• ⅲ. Enhanced Scrip Dividends = 59
• ⅳ. Major Transactions／Acquisitions = 60
• ⅴ. Own-Share Purchase = 60
• ⅵ. Management Buy-Outs = 61
• ⅶ. Pre-Bid Takeover Defences = 62
• ⅷ. Equality of Treatment in Takeovers = 62
• ⅸ. Disclosure of R&D Expenditure = 63
• ⅹ. Corporate-Treasury Policy = 64
• xi. Disclosure of R&D Expenditure = 64
• xii. Disclosure of Non-Audit Relationships with Auditors = 65
• xiii. Rotation of Audit Partners = 66
• xiv. Insider Dealing = 66
• xv. Election and Removal of Directors = 67
• xvi. Board Composition and Structure = 69
• xvii. Executive Remuneration and Service Contracts = 73
• xviii. Regulations Affecting General Meeting = 76
• 2. Ethical and Political = 76
• B. Company-Specific Issues = 77
• C. Conclusion = 78
• Chapter 5 Manner of Involvement in the UK = 79
• A. Direct Industry-Wide Monitoring = 79
• B. Direct Firm-Level Monitoring = 82
• 1. Exercise of Voting Rights = 82
• ⅰ. Matters on which Shareholders are Entitled to Vote = 83
• ⅱ. Do Pension-Fund Trustees Have a Duty to Vote? = 85
• ⅲ. Practicalities of Institutional voting = 88
• ⅳ. Evidence on Institutional Voting = 92
• (a) The Overall Level of Proxy Voting = 93
• (b) Voting Policies of Fund Managers = 95
• ⅴ. Voting-Information Services for Institutions = 98
• 2. Routine Actions = 100
• ⅰ. Analysis of Information Concerning the Company = 100
• ⅱ. Regular Meetings and Dialogue with Management = 101
• 3. Extraordinary Actions = 106
• ⅰ. Preliminary L The Size of the Stakes = 106
• (a) Study A = 108
• (b) Study B = 111
• ⅱ. Detailed Systematic Review = 117
• ⅲ. Extraordinary Meetings and Dialogue with Management = 117
• ⅳ. Meetings and Dialogue with Non-Executive Directors = 121
• ⅴ. Meetings and Dialogue between Institutions = 121
• ⅵ. Procurement of Management Changes by an Institution or Institutional Coalition = 122
• ⅶ. Two Especially Important Actions = 129
• (a) Conditional Exercise of Rights Entitlement = 129
• (b) Rejection of 'Super Class Ⅰ Transactions' and Other Major Deals = 130
• ⅷ. Litigation = 131
• C. Indirect Industry-Wide Monitoring = 133
• D. Indirect Firm-Level Monitoring = 134
• 1. Collective-Action Vehicles = 135
• ⅰ. Case Committees of the Trade Associations = 135
• ⅱ. The Investment Committees and PIRC = 138
• 2. Non-Executive Directors = 138
• ⅰ. Board Composition : The Evidence = 139
• ⅱ. 'Traditional' Non-Executives = 142
• (a) Role in Theory = 142
• (b) Shortfalls in Practice = 142
• (c) Evidence on Monitoring = 146
• (d) Liaison with Institutions = 147
• ⅲ. 'Institutional' Non-Executives = 149
• (a) Fund Managers = 149
• (b) Persons Selected by Fund Managers = 152
• E. Summary and Conclusion = 153
• PART Ⅲ INSTITUTIONAL INVOLVEMENT IN CORPORATE GOVERNANCE IN AUSTRALIA : HISTORY AND CURRENT LEVEL
• Chapter 6 The Participants in Australia = 157
• A. The Traditional Institutions and the Fund Managers = 157
• 1. Investment of Australian Institutions' Funds = 157
• ⅰ. Insurance Companies = 157
• ⅱ. Occupational Superannuation Funds = 158
• ⅲ. Unit Trusts = 160
• ⅳ. Other = 160
• 2. Fund Managers' Equity Holdings = 160
• B. The Collective Action Vehicle : The AIMA = 165
• Chapter 7 Areas of Involvement in Australia = 167
• A. Procedural and General Issues = 167
• ⅰ. Differential Voting Rights = 167
• ⅱ. Major Corporate Changes = 168
• ⅲ. Continuous Disclosure = 169
• ⅳ. Disclosure of Directors' Share Dealings = 169
• ⅴ. Board Composition and Structure = 170
• ⅵ. Disclosure of Corporate-Governance Standards = 172
• ⅶ. Executive Remuneration = 173
• ⅷ. Regulatory Restrictions on Voting by Institutional Shareholders = 174
• ⅸ. Reform of the Proxy-Voting Process = 174
• ⅹ. 'Bundling' of General-Meeting Resolutions = 174
• 2. Ethical and Political = 175
• B. Company-Specific issues = 175
• C. Conclusion = 176
• Chapter 8 Manner of Involvement in Australia = 177
• A. Direct Industry-Wide Monitoring = 177
• B. Direct Firm-Level Monitoring = 177
• 1. Exercise of Voting Rights = 177
• ⅰ. Matters on which Shareholders are Entitled to Vote = 177
• ⅱ. Legal and Practical Issues = 179
• ⅲ. Evidence on Institutional Voting = 182
• (a) The Overall Level of Proxy Voting = 182
• (b) Voting Policies of Fund Managers = 182
• ⅳ. Voting-Information Service for Institutions = 184
• 2. Routine Actions = 184
• 3. Extraordinary Actions = 185
• ⅰ. Preliminary : The Size of the Stakes = 185
• ⅱ. Manner of Extraordinary Involvement = 185
• C. Indirect Industry-Wide Monitoring = 196
• D. Indirect Firm-Level Monitoring = 197
• 1. AIMA = 197
• 2. Non-Executive Directors = 199
• ⅰ. Board Composition : The Evidence = 199
• ⅱ. 'Traditional' Non-Executives = 199
• ⅲ. 'Institutional' Non-Executives = 202
• E. Conclusion = 203
• PART Ⅳ INSTITUTIONAL INVOLVEMENT IN CORPORATE GOVERNANCE : THE POTENTIAL
• Chapter 9 The Desirability of Increased Institutional Monitoring = 207
• A. Possible Benefits from Greater Monitoring = 208
• 1. Reduction in Agency Costs = 208
• 2. Opportunity for Stable, Long-Term Management Focus = 210
• B. Possible Problems with Greater Monitoring = 212
• 1. Short-Termism = 212
• 2. Detriment to Interests of Other Stakeholders = 237
• 3. Accountability of the Monitors : Finance Capitalism = 239
• ⅰ. Pension and Superannuation Funds = 240
• ⅱ. Insurance Companies = 242
• ⅲ. Unit Trusts, Investment Trusts, and Investment Companies = 243
• 4. Insider Dealing = 244
• 5. Disclosure of Confidential, Proprietary Information = 245
• 6. Conflicts of Interest = 245
• 7. Excessive or Inappropriate Interference = 246
• 8. Detriment to Private Shareholders = 249
• C. Conclusion = 250
• Chapter 10 The Potential for Increased Institutional Monitoring, Without Legal Reform = 251
• A. Directed and Indirect Industry-Wide Monitoring = 251
• B. Direct Firm-Level Monitoring = 252
• 1. Structural Disincentives to Detailed Monitoring = 252
• ⅰ. The Structure of Corporate Ownership and Governance : Institutions as Arm's-Length Investors = 253
• ⅱ. Collective-Action and Free-Rider Problems = 255
• ⅲ. Fund-Manager Performance Measurement = 258
• ⅳ. Financial Constraints = 261
• ⅴ. Increased Level of Indexed Investing = 263
• ⅵ. Structural Conflicts of Interest = 264
• ⅶ. Qualificational Constraints = 266
• ⅷ. Informational Constraints = 267
• ⅸ. Lack of Homogeneity Amongst Institutional Viewpoints = 267
• ⅹ. Logistical and Practical Constraints = 268
• xi. Presence of a Non-Institutional Controlling Shareholder = 268
• 2. Other Factors Which Inhibit Detailed Monitoring = 269
• ⅰ. Non-Structural Conflicts of Interest = 270
• ⅱ. Fear of Political Repercussions = 271
• ⅲ. Legal Constraints = 275
• 3. Factors Which Precipitate Detailed Monitoring = 276
• 4. Conclusions = 277
• C. Indirect Firm-Level Monitoring = 277
• 1. Collective-Action Vehicles = 277
• 2. Non-Executive Directors = 277
• Chapter 11 Conclusion and Suggested Reforms = 279
• A. Conclusion = 279
• B. Recommended Reforms = 284
• 1. Reforms Affecting Direct Monitoring = 285
• ⅰ. Compulsory Voting? = 285
• ⅱ. Clarification of Trustee Acts on Delegation of the Right to Vote = 288
• ⅲ. Repeal of Corporations Law, Section 1069(1)(k) = 288
• ⅳ. Increase in Minimum Notice Period for General Meetings = 289
• ⅴ. Requirement that all Directors be Subject to Triennial Re-Election = 289
• ⅵ. Reduction in Threshold for 'Super Class Ⅰ Transactions' = 289
• ⅶ. Introduction of Material-Transactions Provisions into ASX Listing Rules = 290
• ⅷ. Enhanced Accountability of the Institutions = 290
• ⅸ. Limiting the 'Associate' Concept in the Corporations Law = 291
• 2. Reform Affecting Indirect Monitoring = 291
• ⅰ. Board Composition and Structure = 291
• ⅱ. Grant of Director-Dismissal Power to Boards = 292
• ⅲ. 'Institutional' Non-Executive Directors? = 293
• PART Ⅴ APPENDICES
• Appendix A Participants in UK Interview Study = 299
• Appendix B Questions Asked in UK Interview Study = 301
• Appendix C Participants in Australian Interview Study = 305
• Appendix D Questions Asked in Australian Interview Study = 307
• Appendix E Abbreviations in Chapter 3 and 5 = 311
• Appendix F Sources for Table 3.2 = 313
• Appendix G Abbreviations in Chapters 6 and 8 = 315
• Appendix H Sources for Table 6.2 = 317
• Appendix I Details for Study B = 319
• Appendix J Details of Study C = 326
• Appendix K Details of the Australian Study = 329
• Appendix L Long-Term Institutional Shareholdings = 333
• Bibliography = 337
• Index = 365