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Wei Shi. Understanding and Managing Strategic Governance
Table of Contents
List of Illustrations
Guide
Pages
Understanding and Managing Strategic Governance
Preface
HOW TO USE THIS BOOK
AUDIENCE AND APPROACH
ACKNOWLEDGMENTS
About the Authors
CHAPTER 1 Introduction to Strategic Governance and Internal Governance Actors
BOX 1.1 Strategic Governance Challenge: Chaos in the Board Room
INTERNAL GOVERNANCE
PURPOSES FOR BOARDS OF DIRECTORS
BOX 1.2 Strategic Governance Highlight: Boards in Europe, Japan, and China
BOARD STRUCTURE AND PROCESS: EFFECTIVE BOARD STRATEGIC CONTROL AND MONITORING
Board Chair
Board Committees
BOX 1.3 Strategic Governance Highlight: How Did Boards Become More Activist-Oriented?
EMPLOYEES AS INTERNAL GOVERNANCE ACTORS
CHAPTER OVERVIEWS
NOTES
CHAPTER 2 Introduction to External Governance Actors
BOX 2.1 Strategic Governance Challenge: Shareholders' Heterogeneous Goals
EXTERNAL GOVERNANCE ACTORS WITH DIRECT INFLUENCE AND ALIGNED INTERESTS
Institutional Investors
BOX 2.2 Strategic Governance Highlight: Institutional Investor Ownership around the Globe
Activist Investors
BOX 2.3 Strategic Governance Highlight: Increasing Shareholder Activism around the Globe
Creditors
EXTERNAL GOVERNANCE ACTORS WITH DIRECT INFLUENCE AND DIFFERING INTERESTS
EXTERNAL GOVERNANCE ACTORS WITH INDIRECT INFLUENCE AND ALIGNED INTERESTS
BOX 2.4 Strategic Governance Highlight: Interorganizational Spillover
EXTERNAL GOVERNANCE ACTORS WITH INDIRECT INFLUENCE AND DIFFERING INTERESTS
Short Sellers
Competitors
Rating Agencies
The Media
Social Activists
Interactions among External Governance Actors
COPING WITH EXTERNAL GOVERNANCE ACTORS
NOTES
CHAPTER 3 Governance Actors and Corporate Strategy
BOX 3.1 Strategic Governance Challenge: Difference in Optimal Levels of Corporate Diversification for Shareholders and Executives
GOVERNANCE ACTORS AND DIVERSIFICATION STRATEGIES
Institutional Investors and Diversification Strategy
BOARD MONITORING, EXECUTIVE COMPENSATION, AND DIVERSIFICATION STRATEGY
GOVERNANCE AND STRATEGIC ALLIANCES
GOVERNANCE AND ACQUISITIONS
BOX 3.2 Strategic Governance Highlight: Board Actions During the Acquisition Process
GOVERNANCE AND DIVESTITURES
OTHER GOVERNANCE ACTORS: PROXY INTERMEDIARIES, FINANCIAL ANALYSTS, AND THE MEDIA
BOX 3.3 Strategic Governance Highlight: Activist Investors Often Lead to Proxy Battles and Restructuring
INSTITUTIONAL CHANGE, GOVERNANCE, AND RESTRUCTURING OF DIVERSIFIED BUSINESS GROUPS
SUMMARY OF FIT OR MISFIT BETWEEN MARKET INSTITUTIONS AND CURRENT DIVERSIFICATION STRATEGY
BOX 3.4 Strategic Governance Highlight: Foreign Shareholder Activism and Corporate Restructuring
LEVERAGING GOVERNANCE ACTORS TO PURSUE AN EFFECTIVE CORPORATE STRATEGY
Leverage, Engage, and Defend
Acquiesce and Defend
Compromise and Change
Connect and Avoid
NOTES
CHAPTER 4 Governance Actors and Innovation Strategy
BOX 4.1 Strategic Governance Challenge: How Should Boards Be Structured to Foster Innovation?
INNOVATION STRATEGY
GOVERNANCE ACTORS' INFLUENCE ON INNOVATION
Monitoring and Resource Provision Governance Actors with a Short-Term Orientation
Resource Provision and Monitoring Governance Actors with a Long-Term Orientation
Short-Term Oriented Governance Actors with a Focus on Information Disclosure
Long-Term Oriented Governance Actors with a Focus on Information Disclosure
LEVERAGING GOVERNANCE ACTORS TO FOSTER APPROPRIATE INNOVATION STRATEGY
Engage and Defend
BOX 4.2 Strategic Governance Highlight: The Patenting Bargain: Time-Limited Monopoly for Scientific Disclosure
Connect and Engage
Disclose, Manage, and Engage
Disclose and Comply, Lobby, and Adjudicate
BOX 4.3 Strategic Governance Highlight: Impression Management Strategy
NOTES
CHAPTER 5 Governance Actors and Competitive Strategy
BOX 5.1 Strategic Governance Challenge: Strategic or Tactical Competitive Actions?
RESOURCE PROVISION AND ENGAGED GOVERNANCE ACTORS
Board of Directors
Dedicated Shareholders
Employees
TRANSACTIONAL GOVERNANCE ACTORS THAT PROVIDE RESOURCES
ENGAGED GOVERNANCE ACTORS WITHOUT RESOURCE PROVISION
TRANSACTIONAL GOVERNANCE ACTORS WITHOUT RESOURCE PROVISION
BOX 5.2 Strategic Governance Highlight: Common Ownership and Competitive Strategy
MANAGING GOVERNANCE ACTORS FOR A WINNING COMPETITIVE STRATEGY
Engage and Evaluate
Leverage and Defend
Manage and Co-Opt
Isolate
NOTES
CHAPTER 6 Governance Actors and Global Strategy
BOX 6.1 Strategic Governance Challenge: The Location Choice Conundrum in Global Expansion
GLOBAL STRATEGY
RESOURCE-PROVISION GOVERNANCE ACTORS WITH LOW RISK TOLERANCE
Board of Directors
Dedicated Shareholders
RESOURCE PROVISION GOVERNANCE ACTORS WITH HIGH RISK TOLERANCE
BOX 6.2 Strategic Governance Highlight: Sovereign Wealth Funds
GOVERNANCE ACTORS WITH LOW RISK TOLERANCE BUT NO RESOURCE PROVISION
GOVERNANCE ACTORS WITH HIGH RISK TOLERANCE BUT NO RESOURCE PROVISION
BOX 6.3 Strategic Governance Highlight: Competitors and Global Strategy
Influence of Financial Analysts and Competitors on Global Strategy
MANAGING GOVERNANCE ACTORS FOR A WINNING GLOBAL STRATEGY
Engage and Interact
Leverage and Balance
Manage
Resist and Isolate
GOVERNANCE ACTORS AND LEGITIMACY IN GLOBAL STRATEGY
Leverage Governance Actors to Manage Legitimacy
NOTES
CHAPTER 7 Governance Actors and Stakeholder Strategy
BOX 7.1 Strategic Governance Challenge: Shareholder Activism and Workplace Safety
STAKEHOLDER STRATEGY
ENGAGED GOVERNANCE ACTORS WITH A STRONG EMPHASIS ON FINANCIAL OBJECTIVES
Long-Term Financial Investors
Suppliers
TRANSACTIONAL GOVERNANCE ACTORS WITH A STRONG EMPHASIS ON FINANCIAL OBJECTIVES
Short-Term Financial Investors
Hedge Fund Activists
Creditors
Foreign Institutional Investors
BOX 7.2 Strategic Governance Highlight: Stakeholder Strategy across Countries
ENGAGED GOVERNANCE ACTORS WITHOUT A STRONG EMPHASIS ON FINANCIAL OBJECTIVES
State Ownership
Family Ownership
The Board of Directors
Customers
Financial Analysts
Social Activists
TRANSACTIONAL GOVERNANCE ACTORS WITHOUT A STRONG EMPHASIS ON FINANCIAL OBJECTIVES
LEVERAGE GOVERNANCE ACTORS TO PURSUE AN EFFECTIVE STAKEHOLDER STRATEGY
Evaluation and Engagement
PROACTIVE DISCLOSURE AND ENGAGEMENT
BOX 7.3 Strategic Governance Highlight: CEO Activism
RECOMMENDATIONS FOR BOARD MEMBERS
BOX 7.4 Strategic Governance Highlight: National Institutions and Stakeholder Engagement Strategy
NOTES
CHAPTER 8 Governance Actors and Corporate Political Strategy
BOX 8.1 Strategic Governance Challenge: Corporate Governance and Corporate Political Activities
CORPORATE POLITICAL STRATEGY
BOX 8.2 Strategic Governance Highlight: Corporate Political Activity around the World
GOVERNANCE ACTORS AND CHOICE OF CORPORATE POLITICAL STRATEGY
Engaged Governance Actors with a Resource Provision Role
Transactional Governance Actors with a Resource Provision Role
Engaged Governance Actors without a Resource Provision Role
Transactional Governance Actors without a Resource Provision Role
MANAGING GOVERNANCE ACTORS TO CREATE POLITICAL ADVANTAGES
Step 1. Evaluate Governance Actors' Preferences
Step 2. Mind the Downside of Corporate Political Strategy
BOX 8.3 Strategic Governance Highlight: Ethics Issues in Implementing Corporate Political Strategy
Step 3. Leverage Governance Actors in Corporate Political Strategy
NOTES
CHAPTER 9 Strategic Governance in a New Era
BOX 9.1 Strategic Governance Challenge: Managing Seemingly Incompatible Governance Trends
CORPORATE GOVERNANCE TRENDS
Increasing Focus on Stakeholders in Governance
Growing Shareholder and Stakeholder Activism
Changing Board Focus
The Governance Role of Platforms
MANAGING STRATEGIC GOVERNANCE IN A NEW ERA
Build
BOX 9.2 Strategic Governance Highlight: Governance Challenges for Platform Firms
Manage
Engage
Focus
BOX 9.3 Strategic Governance Highlight: Unilever and Board Effectiveness in the New Era
GOVERNANCE-EXECUTIVE INTERACTION MODEL
Recommendations for Boards and Top Executives
NOTES
Index
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