New Corporate Governance Successful Board Management Tools

In the 5th edition of this successful book Martin Hilb presents an innovative and integrated approach to the theory and practice of corporate governance. Central to this approach is a set of instruments - developed and tested by the author - that can be u

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Martin Hilb

New Corporate Governance Successful Board Management Tools Fifth Edition

Management for Professionals

Martin Hilb

New Corporate Governance Successful Board Management Tools 5th Edition

Martin Hilb International Center for Corporate Governance St. Gallen, Switzerland

Management for Professionals ISBN 978-3-662-49059-4 ISBN 978-3-662-49060-0 (eBook) DOI 10.1007/978-3-662-49060-0 Springer Heidelberg Dordrecht London New York Library of Congress Control Number: 2016932613 © Springer-Verlag Berlin Heidelberg 2016 This work is subject to copyright. All rights are reserved by the Publisher, whether the whole or part of the material is concerned, specifically the rights of translation, reprinting, reuse of illustrations, recitation, broadcasting, reproduction on microfilms or in any other physical way, and transmission or information storage and retrieval, electronic adaptation, computer software, or by similar or dissimilar methodology now known or hereafter developed. The use of general descriptive names, registered names, trademarks, service marks, etc. in this publication does not imply, even in the absence of a specific statement, that such names are exempt from the relevant protective laws and regulations and therefore free for general use. The publisher, the authors and the editors are safe to assume that the advice and information in this book are believed to be true and accurate at the date of publication. Neither the publisher nor the authors or the editors give a warranty, express or implied, with respect to the material contained herein or for any errors or omissions that may have been made. Printed on acid-free paper Springer is part of Springer Science+Business Media (www.springer.com)

Preface

Eighteen years ago, we started to offer annual doctoral seminars in corporate governance and seminars for chairpersons and members of boards at the University of St. Gallen. In 1995, we published an “Integrated Board Management” concept and suggested that the board has to be developed as a team responsible for directing and controlling an organization (see level 4 in Fig. A.1). It is a great pleasure to publish the fifth English-language edition of this book within just less than three years. We thank the readers for their valuable feedback on the fourth version. Strategic Direction Board Orientation

Entrepreneurial Board

Directing and Controlling Board

3 4 1 2 Administrative Board

Supervisory Board

Controlling Board Orientation

Fig. A.1 Development levels of boards

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Preface

The subject of corporate governance has become highly topical worldwide because of the many corporate crises that have occurred – in both countries that promote shareholder-value governance approaches (see Rappaport 1986 and Stewart 1991, such as the United States or Great Britain) and countries that strive for stakeholder-value governance approaches1 (such as Germany or Japan). Depending on the value system prevailing in a particular country or context, corporate governance has been seen to deal with “the prot