The Right Corporate Governance: Effective Top Management for Mastering Complexity

ISBN-13: 9783593396958 / Angielski / Twarda / 2012 / 326 str.

Fredmund Malik

Opis

The rapidly increasing complexity of societal systems increases the need for professionalism in management one must be able to function reliably regardless of increasing management complexity in the twenty-first century. Malik s book is written for practitioners who bear responsibility for overall governance of the organizations and who are determined to carry out their tasks diligently, correctly, and well. It is intended, above all, for those who do not content themselves with fulfilling legal diligence duties, but who strive for entrepreneurial success nothing less.
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Spis treści

Contents

Introduction to the English Edition 9
Preface to the English Edition 13
Terminology Aspects 21Preface 23

1. New Introduction 2008: A Drastic Cure to Ensure a Functioning Corporate Governance 29
Corporate Governance Must Transform Into Functioning Management 29
Twelve Propositions for Reforming Corporate Governance 31
Why Today's Corporate Governance Cannot Meet its Purpose 34
"Best Practice" - The Road to Bankruptcy? 38
When Corporate Governance Is Confused With Good Management 41
What Is a Shareholder, Anyway? 43
Logic and Rhetoric of the Market 45
The Best Companies Are Overlooked 46
Missed Opportunities 48
Two Functions and Two Management Bodies 51

2. Fundamental Reorientation 53
What Is Corporate Governance? Consequences of a Question Wrongly Posed 55
Grave Management Misunderstandings and Their Consequences 58
Corporate Governance in the Best Interest of the Company 61
Illusions Instead of Practical Management 66
Entertainment Instead of Information 68
The Delusion of a Superior US Economy 70

Part I

1. Should Supervisory Bodies Manage? 75

2. Functional Deficiencies of Current Systems 81
Corporate Supervision - a Fiction? 81
Is Criticism Justified? 87
Classic yet Avoidable Management Mistakes 89

3. Is Management Ready for the Future? or: The Great Transformation 99
Misinterpretation of the last two decades 99
Almost Everything Will Change 104
Management: The Most Important Societal Function 116

4. Corporate Governance 125
The Significance of an Effective Corporate Supervision 125
Profit Maximization Destroys a Business 130
Three Models of Corporate Governance - and a Fourth 135

5. What Is a Healthy Business? Assessing Corporate Performance 149
Market Position 150
Innovation Performance 152
Productivities 153
Attractiveness to Good People 158
Liquidity and Cash Flow 159
Profitability 160
Precision of Measuring Variables 162
Having the Right Discussions 163
Biological Thinking in Management Is the Future 164

Part II

1. The Architecture of Top Management 171

2. Designing the Supervisory Body 176
Tasks of the Supervisory Body 177
Size and Internal Organization of the Supervisory Body 183
Composition 187
Compensation of the Supervisory Body and the Principal Agent Theory 198
Management of the Supervisory Body 200
Evaluation of the Supervisory Body 209
Management Audit 210
The Chairman of the Supervisory Body 212

3. Design of the Executive Body 218
Tasks of the Executive Body 219
Effectiveness of the Executive Body 227
Term of Office 230
The Executive Body as a Team 233
Executive Pay 239
Pseudo-Justification by the Market 240
A New Beginning for Managerial Income 241

4. Management or Leadership 245
Errors and Misconceptions 245
Mystification by Attributing Characteristics 249
From Manager to Leader 251
Charisma 260

5. Power, Responsibility, and Liability 262
Duty of Care Is Not Enough 263
The Issue of Liability in an Employee Organization 265
Groundbreaking Examples for Liability Regulation 266

6. Selecting Candidates and Filling Top Positions 269
Four Risks in Top-Level Personnel Decisions 269
Seven Principles for Good Personnel Decisions 272
Methodology of Personnel Selection 275
Succession Decisions at the Top 281
Personnel Decision Outside the Executive Body 283
Recruitment From Inside or Outside? 284

Epilog 287
Appendix: Appearance and Reality 289
Appendix 2008: Germany - Healthier than People Think 301
Bibliography 315
Index 317

O autorze

Prof. Dr. Fredmund Malik is habilitated Professor of Corporate Governance and an internationally renowned management expert. He is founder and chairman of Malik Management, the world's leading knowledge organization for integrated management systems based on the science of cybernetics. Based in St. Gallen, Malik Management has around 300 employees, offices in six countries, and a network of partner organizations in the fields of cybernetics and bionics. It is the biggest provider of reliably functioning solutions to interconnected problems of organizational complexity and control. Malik Management helps thousands of managers to integrate and improve their knowledge of general management systems via training and intervention. Malik is the author of more than ten award-winning bestsellers including the classic Managing, Performing, Living. He pens regular columns in opinion-forming media. He is among the most cited and profiled management thinkers of our time. His numerous awards include the Cross of Honor for Science and Art of the Republic of Austria (2009) and the Heinz von Foerster Award for Organizational Cybernetics of the German Association for Cybernetics (2010).