and how transparency, checks and balances, incentive alignment, and stewardship are essential when trying to reduce decision errors and opportunism.

This advanced introduction is aimed at master’s level courses in corporate governance. It addresses students who wish to understand both corporate governance and the directors who practice it. It combines academic rigor with practical recommendations in an informal style.

Corporate Governance and Board Decisions is a thoroughly revised and updated replacement of Corporate Governance: Mechanisms and Systems (2012).

Steen Thomsen is Professor of Corporate Governance at Copenhagen Business School. He specializes in corporate governance as a teacher, researcher, director and commentator. His main research focus is foundation ownership of business companies.

Martin Conyon is a Trustee Professor at Bentley University. He is also a Senior Fellow and Lecturer at the Wharton School, University of Pennsylvania. His main research focus is board effectiveness, executive compensation, and incentives.

Table of Contents

• Part 1. Introduction
  • Chapter 1. What is corporate governance?
  • Chapter 2. Theories of Corporate Governance
  • Appendix: Optimal Contracts and Agency Problems
  • Chapter 3. The Mechanisms of Governance
  • Chapter 4. International Corporate Governance
  • Chapter 5. Corporate Governance Codes and Regulations
• Part 2. Mechanisms
  • Chapter 6. Compliance
  • Chapter 7. Performance Measurement
  • Chapter 8. Corporate Social Responsibility
  • Chapter 9. Corporate Ownership
  • Chapter 10. Board Theory and Board Structure
  • Chapter 11. Board Behaviour
  • Chapter 12. Executive Compensation
• Part 3. Board decisions
  • Chapter 13. The Board and Strategy
  • Chapter 14. The Board and Succession
  • Chapter 15. Supervision and Support
  • Appendix: Value Creation
  • Chapter 16. IT Governance