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Corporate Governance cover

Business

Business

Corporate Governance

Christine A. Mallin

A textbook on corporate governance that combines theory, the development of governance codes and international comparison. It explains why governance matters, how boards, committees, shareholders and other stakeholders interact, and how governance systems differ across countries, using case studies of corporate failures and reforms to show the issues in practice.

Prerequisites: No specialist background is required, although an introductory course in business, accounting or company law helps.

Difficulty Level
Intermediate
Academic Level
Undergraduate
corporate governanceboards of directorsshareholdersbusiness ethicsTextbook

01 / Reading Guide

Reading Guide

Citation

Mallin, C. A. (2018). Corporate Governance (6th ed.). Oxford University Press.

Chapter Summary

The book has fourteen chapters in four parts and runs to about 440 pages. A short introduction (Chapter 1) is followed by Part One on developments in corporate governance, Part Two on owners and stakeholders, Part Three on directors and the board, and Part Four on international corporate governance. The publisher describes the sixth edition as combining accessible discussion of theory with contemporary global examples, and Financial Times articles accompany chapters, alongside case studies.

Chapter 1: Introduction

The opening chapter sets the scene for the subject. According to the page numbers in the Google Books contents preview, it occupies roughly the first fourteen pages, so it is a short chapter before Part One begins.

Part One, Chapters 2–3: Developments in Corporate Governance

Chapter 2, Theoretical aspects of corporate governance, supplies the conceptual base for the rest of the book. Chapter 3, Development of corporate governance codes, follows how governance codes have developed. Together the two chapters occupy about sixty pages.

Part Two, Chapters 4–7: Owners and Stakeholders

At around 120 pages this is one of the two longest parts. It covers Shareholders and stakeholders (Chapter 4), Family-owned firms (Chapter 5), The role of institutional investors in corporate governance (Chapter 6), and Socially responsible investment (Chapter 7). The sequence moves from who owns and has an interest in the company to how investors use that position.

Part Three, Chapters 8–9: Directors and Board Structure

Chapter 8, Directors and board structure, and Chapter 9, Directors' performance and remuneration, form a compact part of about seventy-five pages on the board itself and on how directors are assessed and paid.

Part Four, Chapters 10–14: International Corporate Governance

The longest part of the book, at about 125 pages, takes the subject abroad: Corporate governance in Continental Europe (Chapter 10), in Central and Eastern Europe (Chapter 11), in the Asia-Pacific (Chapter 12), and in South Africa, Egypt, India, and Brazil (Chapter 13). Chapter 14, Conclusions, closes the book.

Key Concepts

Chapters 1–3: Foundations

  • Theoretical aspects of corporate governance: the subject of Chapter 2.
  • Governance codes: the development of codes is the topic of Chapter 3.

Chapters 4–9: Owners, Stakeholders and the Board

  • Shareholders and stakeholders: the groups with an interest in the company.
  • Family-owned firms: governance in family-owned firms, the subject of Chapter 5.
  • Institutional investors: their role in governance.
  • Socially responsible investment: the subject of Chapter 7.
  • Board structure and directors' remuneration: the focus of Part Three.

Chapters 10–14: International Comparison

  • Comparative governance systems: Continental Europe, Central and Eastern Europe, the Asia-Pacific, and South Africa, Egypt, India and Brazil.

Critical Analysis

Strengths

  • A clear four-part design. Foundations, owners and stakeholders, the board, and the international picture are separated cleanly, so a reader can see where each topic sits.
  • Substantial international coverage. Four of the fourteen chapters, within a part of roughly 125 pages, are devoted to national and regional governance systems abroad. The publisher highlights this broad coverage of international attitudes and approaches.
  • Case studies and press extracts. The sixth edition adds or updates cases on socially responsible investment in Myanmar, the collapse of Carillion, L'Oréal's sustainability programme and leadership problems at Samsung, according to the publisher, and Financial Times articles accompany chapters.
  • Updated topics. The publisher lists updated and extended coverage of corporate social responsibility, board diversity and executive remuneration.
  • Reviewer comments. Instructors quoted by the publisher describe the book as accessible and comprehensive; Joanne Atkinson of the University of Portsmouth called it more accessible than some law- or finance-heavy texts in the area, and Mariette Jones of Middlesex University London praised its currency and case studies.

Limitations

  • Legal doctrine is not the focus. The contents concentrate on codes, investors and boards; readers wanting the statutory and case-law basis of directors' duties will need a company law text.
  • Compact theory coverage. Part One gives about sixty pages to theory and to the development of codes together, so readers wanting an extended academic treatment of governance theory will need further reading.
  • Time-sensitive material. National codes and cases date quickly, and the book is the 2018 edition; readers should check current versions of the codes discussed.

Where It Fits in the Course

This is the governance text in a list that otherwise covers business law. Marson and Ferris's Business Law and Adams, Caplan and Lockwood's Law for Business Students introduce English law for readers with no legal background, and Clarkson and Miller's Business Law: Text and Cases teaches US business law through court decisions. Mallin complements these by moving from rules to board practice and investor behaviour.

For readers who want the legal side of the company in depth, Davies and Worthington's Gower Principles of Modern Company Law is the comprehensive UK treatise on the Companies Act 2006 and case law, and Micheler's Company Law: A Real Entity Theory is a more theoretical account of corporate personality. Mallin is best read after an introductory law or management course and alongside, not instead of, those company law texts.

How to Use This Book

The book suits students on corporate governance, business ethics or company law modules, and professionals who need an overview of governance codes and practice. The publisher's materials state no specialist prerequisites; a first course in business or company law helps with the vocabulary of boards and shareholders.

A practical plan:

  • Core: Chapters 1–4, then Chapters 8 and 9 for the board, which together give the main framework of the subject.
  • Investor side: Chapters 5–7 for family firms, institutional investors and socially responsible investment, chosen according to the course.
  • Comparative: Part Four chapters selected for the countries or regions studied, with Chapter 14 as the summary.
  • Alongside: Use the case studies and discussion questions for seminar preparation, and read each chapter against the current version of the relevant national governance code.