The Corporate Governance of Listed Companies: A Manual for Investors, Second Edition

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The second edition of this manual, originally published in 2005, updates principles that help guide investors and shareowners in evaluating and monitoring corporate governance practices and their associated risks. Investors often have difficulty determining which governance issues may affect an investment’s value, what governance information to look for, and how and where to find it. The Corporate Governance Manual addresses these challenges in detail for three broad areas of governance: The board, management, and shareowner rights. Within each category, the manual offers particular, practical guidance on specific issues without creating another set of governance best practices or advocating for one governance system over any others. The Manual also offers access to corporate codes around the world and an extensive listing of academic and investor research on corporate governance through the years. Visit the Centre’s web site for further governance resources.

About the Author(s)

Kurt Schacht
Kurt Schacht JD, CFA

Kurt Schacht, JD, CFA, is managing director for policy and regulatory relations at CFA Institute. He oversees global advocacy efforts including regulatory consultations, policy research, standard setter engagement and serves on a range of stakeholder advisory groups engaged on investment management policy issues. His work is focused on advancing investor protection, financial market transparency and fairness, financial reporting and audit policy and industry professionalism. He is former Chairman of the Investor Advisory Committee to the U.S. Securities and Exchange Commission (SEC) and is currently serving a three-year term as a member of the Board of Trustees for the IFRS Foundation which oversees the IASB. He served as a member of the European Commission's Expert Group on Corporate Bond Market Liquidity based in Brussels in 2017. He is a member of the: Harvard Corporate Governance Forum Advisory Council; Board of Trustees - for the Greenwich Roundtable; Advisory Board - Columbia Law Millstein Center for Global Markets. He served two terms on the Public Company Accounting Oversight Board's standing advisory group. Previously, Schacht served as chief operating and legal officer for a retail mutual complex; general counsel and COO for a Manhattan-based hedge fund; and chief legal officer for the State of Wisconsin Investment Board in Madison, Wisconsin. Schacht holds a BS degree and a JD degree from the University of Wisconsin. He was awarded the CFA charter in 1998.

Jim Allen
Jim Allen CFA

Mr. Allen holds an MA in journalism and mass communications from the University of Wisconsin-Madison and a BBA in finance from the University of Texas at Austin.

Awarded CFA designation, 1987

Professional Experience
Mr. Allen is head of Americas capital markets policy for CFA Institute, where he manages the Capital Markets Policy Group in the Americas. This group develops and promotes capital markets positions, policies, and standards for CFA Institute. Mr. Allen also coordinates and supports related educational and public awareness activities.

Mr. Allen has worked as staff liaison to the CFA Institute Capital Markets Policy Council since its founding in 2005. The Council helps CFA Institute develop global perspectives on market-related issues. From 2002 to 2004 he worked with the former European Advocacy Committee, responding to policy initiatives of the European Commission and regulatory proposals of financial markets regulators in France, Germany, Switzerland, and the United Kingdom. He was rapporteur for the Global Corporate Governance Task Force in 2004 and 2005 and helped author The Corporate Governance of Listed Companies: A Manual for Investors. He also worked with these former advocacy committees: Municipal Securities Subcommittee of the United States Advocacy Committee; the Financial Accounting Policy Committee; the Financial Reporting Subcommittee of the Canadian Advocacy Committee; and the Task Force on Disclosures for Asset-Backed Securities.

Mr. Allen was a vice president in the corporate finance department of First Southwest Company, a Texas-based investment banking institution, where he specialized in the analysis and valuation of privately held companies and the analysis of industrial revenue bond offerings. He also has worked as an independent research analyst on projects covering the global payments and settlement businesses and the small business banking efforts of financial institutions in the United States and Europe. He covered the derivatives and asset-backed securities markets as a staff reporter for the American Banker, and managed the editorial aspect of four publications for SNL Financial. As a freelance journalist, his work was published in such magazines as Global Finance, Bank Director, Corporate Board Member, and Banking Strategies.

Matt Orsagh
Matt Orsagh CFA, CIPM

Matt Orsagh, CFA, CIPM, is a director of capital markets policy at CFA Institute, where he focuses on corporate governance issues. He was named one of the 2008 “Rising Stars of Corporate Governance” by the Millstein Center for Corporate Governance and Performance at the Yale School of Management.

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