目次

Chapter 1: Governance: Basic Principles Chapter 2: The Duties of Directors Chapter 3: The Board of Directors Chapter 4: Nominee Directors and Observers Chapter 5: Corporate Secretary Chapter 6: Board Meetings Chapter 7: In Camera Meetings Chapter 8: Board Evaluations Chapter 9: Annual and Special Meetings of Shareholders Chapter 10: Proxy Wars Chapter 11: Standing Committees of the Board (and a note on standing policies) Chapter 12: Special Purpose Committees Chapter 13: Minutes Chapter 14: Advisory Boards Chapter 15: Governance of Private Companies Chapter 16: Building a Great Board of Directors – A Committed and Sustained Process Chapter 17: Transitions in Governance Chapter 18: Corporate Finance Chapter 19: Merger & Acquisition (Control) Transactions Chapter 20: Board's Role in the Creation of Dual Class Shares Chapter 21: Regulatory Liabilities Chapter 22: Duties of Directors under Employment Laws Chapter 23: Duties of Directors in the Pension Context Chapter 24: Duties of Directors in Mutual Fund Governance Chapter 25: Governance of Crown Corporations Chapter 26: Governance of Not-For-Profit Organizations Chapter 27: Corporate Social Responsibility Chapter 28: Some Current Topics in Governance: Diversity, Term Limits and Majority Voting Chapter 29: Risk Management Chapter 30: Confidential Information Chapter 31: The Board and Privacy Legislation Chapter 32: Internal Investigations Chapter 33: CEO Succession Chapter 34: Protecting Yourself as a Director Chapter 35: Indemnification and Insurance Chapter 36: Resigning as a Director