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1 What is corporate governance3 2 Corporate governance in The Netherlands4 22 Commission Tabaksblat4 23 The two tier system4 232 Board of directors4 233 The management4 234 Shareholders5 235 Controllers en accountants5 3 What went wrong7 32 How does corporate governance affect your investment7 33 The Sarbanes-Oxley Act7 4 Applied corporate governance9 41 ABN Amro9 412 The Supervisory Board9 413 The Management Board9 414 Shareholders9 415 Preferred shares9 416 The Sarbanes-Oxley Act9 42 Ahold9 422 The Supervisory Board9 423 The Corporate Executive Board10 424 Shareholders10 425 Prefered shares10 426 Sarbanes-Oxley Act10 43 Philips11 432 The Supervisory Board11 433 The Board of Management11 434 General Meeting of Shareholders12 435 Preference shares and the Stichting Preferente Aandelen Philips12 1 What is corporate governance Corporate governance is a generic term which describes the ways in which rights and responsibilities are shared between the various company stakeholders especially the management and the shareholders Typical corporate governance measures include appointing non-executive directors placing constraints on management power and ownership concentration as well as ensuring proper disclosure of financial information and executive compensation The evolution of public ownership in other words the shareholders of the company has created a separation between ownership and management Before the 20th century many of the companies were small family owned and run Today many are large international conglomerates that trade publicly on one or many global exchanges In attempts to create a corporation where stockholders interests are looked after many firms have implemented a two-tier corporate hierarchy On the first tier is the board of directors These individuals are elected by the shareholders of the company They are a group of individuals who are elected by stockholders to establish corporate management policies and make decisions on major company issues Every public company must have a board of directors On the second tier of the company is the management of the company These individuals are hired by the board of governors These two tears
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