{"title":"Social Enterprises","authors":"Alan S. Gutterman","doi":"10.4324/9781003091622-13","DOIUrl":"https://doi.org/10.4324/9781003091622-13","url":null,"abstract":"","PeriodicalId":261170,"journal":{"name":"Sustainability and Corporate Governance","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122230832","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Corporate Governance and Sustainability","authors":"Alan S. Gutterman","doi":"10.4324/9781003091622-1","DOIUrl":"https://doi.org/10.4324/9781003091622-1","url":null,"abstract":"Corporate governance is the system and structures of rules, practices and processes by which a company is directed and controlled, the goals and objectives of the company are established and the performance of the company is tracked. Traditionally, corporate governance has focused on the owners of the corporation that have supplied the financial capital necessary for the business to operate (i.e., the shareholders), regulation of the duties and responsibilities of the persons that the owners have selected as their agent to deploy their financial capital and generate a reasonable return on their investment (i.e., the directors and the members of the executive team); the control environment, which includes accounting procedures, internal controls and external audits used to track the operational activities of the company selected by the directors as the best means for delivering the anticipated return on investment to the shareholders; and transparency and disclosure, which are needed in order for the shareholders to fully understand how their financial capital has been used and to ensure that their agents, the directors and members of the executive team, have not abused their positions.","PeriodicalId":261170,"journal":{"name":"Sustainability and Corporate Governance","volume":"21 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124752459","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Audit Committee","authors":"Alan S. Gutterman","doi":"10.4324/9781003091622-5","DOIUrl":"https://doi.org/10.4324/9781003091622-5","url":null,"abstract":"","PeriodicalId":261170,"journal":{"name":"Sustainability and Corporate Governance","volume":"2001 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128298205","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Board Oversight of Sustainability","authors":"Alan S. Gutterman","doi":"10.4324/9781003091622-3","DOIUrl":"https://doi.org/10.4324/9781003091622-3","url":null,"abstract":"The role of corporations and other business organizations in society has become a hotly debated issue that has attracted the attention of numerous participants in the political arena; however, until recently board members generally showed little interest in the debate and remained focused on their traditional role of maximizing shareholder value. It is now becoming clear that questions regarding the role of business are tied to essential strategic and operational sustainability-related issues that are critical to the discharge of directors’ responsibilities with respect to setting the long-term strategy of their companies and which have attracted the attention of investors, consumers and other stakeholders upon which companies depend for their survival.","PeriodicalId":261170,"journal":{"name":"Sustainability and Corporate Governance","volume":"41 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121322863","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Organizing for Sustainability","authors":"Alan S. Gutterman","doi":"10.4324/9781003091622-12","DOIUrl":"https://doi.org/10.4324/9781003091622-12","url":null,"abstract":"","PeriodicalId":261170,"journal":{"name":"Sustainability and Corporate Governance","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125599460","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Compliance and Risk Management Committee","authors":"Alan S. Gutterman","doi":"10.4324/9781003091622-9","DOIUrl":"https://doi.org/10.4324/9781003091622-9","url":null,"abstract":"Compliance with laws and regulations applicable to the company’s business activities and identifying and managing the risks associated with those activities are two of the fundamental duties and obligations of the board of directors. The emergence of sustainability as a new factor for consideration in boardrooms has expanded the compliance duties to include adherence to voluntary standards that the board has committed to with respect to governance and environmental and social responsibility and broadened the definition of risks to include environmental and social issues and challenges. While creating a separate board committee to focus on compliance and risk management is not a new phenomenon, such committees have grown in importance and this chapter covers the role of the board and such committees in developing and overseeing compliance programs, elements of effective compliance programs, risk assessments and enterprise risk management systems and sustainability-related risks.","PeriodicalId":261170,"journal":{"name":"Sustainability and Corporate Governance","volume":"7 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132272635","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Corporate Social Responsibility Committee","authors":"Alan S. Gutterman","doi":"10.4324/9781003091622-7","DOIUrl":"https://doi.org/10.4324/9781003091622-7","url":null,"abstract":"While CSR and sustainability need to have an important place on the agenda for full board meetings, larger companies typically rely on one or more committees when it comes to allocating specific tasks and tapping into specialized resources and expertise. One approach that is growing in popularity is the creation of public policy/CSR, social and cultural responsibility committees composed of a sub-group of the entire board that is charged with focusing more time and effort on sustainability generally and important topics within sustainability. While other board committees focus on internal controls, financial disclosure and reporting, and the procedures of board and committee activities, CSR committees concentrate on strategies for ensuring that the company is seen as a good “corporate citizen.” A committee of this type is seen as important in light of the downturn in the public’s trust of corporations due to previous accounting scandals and this chapter discusses the scope of the committee’s duties and responsibilities relating to sustainability as well as key procedural details including composition of the committee, meeting procedures, scope of the committee’s duties and responsibilities and evaluation of committee performance.","PeriodicalId":261170,"journal":{"name":"Sustainability and Corporate Governance","volume":" June","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"113946892","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Disclosure and Reporting Committee","authors":"Alan S. Gutterman","doi":"10.4324/9781003091622-10","DOIUrl":"https://doi.org/10.4324/9781003091622-10","url":null,"abstract":"Regulators and corporate governance experts all over the world consider disclosure and transparency to be fundamental conditions for properly functioning securities markets. In the U.S., rules and regulations, as well as regulatory pronouncements, place public companies under strict obligations with respect to disclosure controls and procedures. Specifically, such companies must establish and maintain disclosure and internal controls; periodically evaluate the effectiveness of such controls; and provide investors with reports on the effectiveness of such controls and certifications from senior management regarding such controls. In order to meet their obligations under these requirements, and provide adequate protections for senior managers — particularly the CEO and the CFO, public companies must develop a procedural framework for collecting and evaluating information regarding their businesses to determine the scope and timing of disclosures to the investment community. This chapter covers various duties and responsibilities of a board level disclosure and reporting committee including disclosure controls and procedures and review of reports and disclosure statements, oversight responsibility for all primary components of the sustainability reporting process and establishment of assurance procedures for sustainability reporting.","PeriodicalId":261170,"journal":{"name":"Sustainability and Corporate Governance","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116875337","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Compensation and Organizational Development Committee","authors":"Alan S. Gutterman","doi":"10.4324/9781003091622-6","DOIUrl":"https://doi.org/10.4324/9781003091622-6","url":null,"abstract":"As a general matter, compensation and organizational development committees are charged with reviewing and recommending the compensation philosophy and policies of the company, reviewing employment arrangements with the CEO and other senior executives, overseeing the company’s overall compensation structure and bonus policies and approving and monitoring organizational development efforts. This chapter discusses the basic legal duties and responsibilities assigned to compensation committees by securities regulators and how the emergence of CSR and sustainability has impacted each of the areas traditionally covered by this committee such as tying executive compensation to achievement of sustainability goals and allocating resources to sustainability management systems.","PeriodicalId":261170,"journal":{"name":"Sustainability and Corporate Governance","volume":"57 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"120936589","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Governance and Nominating Committee","authors":"Alan S. Gutterman","doi":"10.4324/9781003091622-4","DOIUrl":"https://doi.org/10.4324/9781003091622-4","url":null,"abstract":"The fulfilment of the legal duties and responsibilities of the board of directors with respect to compliance with corporate governance regulations and principles is typically led by a board-level governance and nominating committee. This chapter covers regulatory requirements relating qualifications of directors, including “independence” and financial expertise; the scope of duties and responsibilities of the committee, including identification and selection of qualified directors, development and implementation of governance codes and policy statements and oversight of directors’ education and performance assessment; and processes for evaluation of the performance of the committee and the entire board (including individual members of the board).","PeriodicalId":261170,"journal":{"name":"Sustainability and Corporate Governance","volume":"5 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2020-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125133596","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
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