CHAPTER ONE INTRODUCTION

Section 1.1 Research Background

Section 1.2 Research Objectives

Section 1.3 Research Methodology

Section 1.4 Structure of the Book

CHAPTER TWO AGENCY THEORY VERSUS STAKEHOLDER THEORY

Section 2.1 Introduction

Section 2.2 Agency Theory

2.2.1 Overview of Agency Theory

2.2.2 Agency Conflicts and Solutions

2.2.3 Support and Criticism of Agency Theory

Section 2.3 Stakeholder Theory and Stakeholder Model

2.3.1 Stakeholder Theory

2.3.2 Difficulties and Solutions to Identification of Stakeholders

2.3.3 Difficulties and Solutions to Implementation of Stakeholder Theory

Section 2.4 Conclusion

CHAPTER THREE THEORETICAL FRAMEWORK FOR IMPLEMENTATION OF STAKEHOLDER THEORY

Section 3.1 Introduction

Section 3.2 Revised Model of Stakeholder Theory

3.2.1 Interest Alignment Mechanisms

3.2.2 Civil Regulation and Social Capital

3.2.3 Statutory Regulation and Legal Enforcement

3.2.4 Justification of Revised Stakeholder Theory Model

Section 3.3 Applying the Model in Germany and the UK

3.3.1 Reasons of Applying the Model in Germany and the UK

3.3.2 Classifying by Legal Systems

3.3.3 Classifying by Corporate Governance Systems

Section 3.4 Five Mechanisms for Protecting Stakeholder Interests

Section 3.5 Conclusion

CHAPTER FOUR BOARD OF DIRECTORS IN GERMANY AND THE UK

Section 4.1 Introduction

Section 4.2 Board of Directors

4.2.1 Functions of Board of Directors

4.2.2 Composition of Board of Directors

4.2.3 Independence of Board of Directors

4.2.4 Size of Board of Directors

Section 4.3 Board of Directors in Germany

4.3.1 Strict Separation of Control and Management

4.3.2 Codetermination between Employees and Shareholders

4.3.3 Monitoring Power and Effects of Banks

Section 4.4 Board of Directors in the UK

4.4.1 Weak Independence of Board of Directors

4.4.2 Board Composition without Stakeholder Representatives

4.4.3 Non-Exhaustive Reform of Company Law

Section 4.5 Discussion and Conclusion

CHAPTER FIVE INSTITUTIONAL INVESTORS IN GERMANY AND THE UK

Section 5.1 Introduction

Section 5.2 Supervisory Role of Institutional Investors

5.2.1 Significance of Institutional Investor Activism

5.2.2 Monitoring Incentive of Institutional Investors

5.2.3 Monitoring Ability of Institutional Investors

5.2.4 Possible Barriers of Institutional Investor Activism

5.2.5 Approaches of Institutional Investors for Stakeholder Protection

5.2.6 Impact of SRI Investments on Stakeholder Interests

Section 5.3 Institutional Investors in Germany

5.3.1 Internal Blockholders'Control and Stakeholder Protection

5.3.2 Development of Socially Responsible Investment

5.3.3 Market for Partial Corporate Control

Section 5.4 Institutional Investors in the UK

5.4.1 Increase of Institutional Share Ownership

5.4.2 Institutional Investor Activism and Social Reporting System

5.4.3 Social Performance of Institutional Investors

Section 5.5 Discussion and Conclusion

CHAPTER SIX MANAGERIAL COMPENSATION SYSTEM IN GERMANY AND THE UK

Section 6.1 Introduction

Section 6.2 Managerial Compensation System

6.2.1 Managerial Compensation and Stakeholder Protection

6.2.2 Managerial Compensation Arrangements and Package

6.2.3 Managerial Performance Measurement

6.2.4 Complementary Effects of Other Governance Mechanisms

6.2.5 Impact of Managerial Compensation on Stakeholder Interests

Section 6.3 Managerial Compensation System in Germany

6.3.1 Development of Managerial Compensation System

6.3.2 Legal Reform of Managerial Compensation System

Section 6.4 Managerial Compensation System in the UK

6.4.1 Remedies for Weak Influence of Stakeholders

6.4.2 Impact of Say-on-Pay Regulation

6.4.3 Civil Regulatory Pressure of Non-Governmental Organisations

Section 6.5 Discussion and Conclusion

CHAPTER SEVEN MARKET FOR CORPORATE CONTROL IN GERMANY AND THE UK

Section 7.1 Introduction

Section 7.2 Market for Corporate Control

7.2.1 Hostile Takeover and Internal Governance Failure

7.2.2 Barriers of Market for Corporate Control

7.2.3 Takeover Impact on Stakeholder Welfare

Section 7.3 Market for Corporate Control in Germany

7.3.1 Takeover Market and Takeover Regulations

7.3.2 Takeover Barriers in Germany

Section 7.4 Market for Corporate Control in the UK

7.4.1 Takeover Regulations of the UK

7.4.2 Elimination of Takeover Barriers in the UK

7.4.3 Stakeholder Protection in Takeover Process

Section 7.5 Discussion and Conclusion

CHAPTER EIGHT TRADE UNION AND LABOUR MARKET IN GERMANY AND THE UK

Section 8.1 Introduction

Section 8.2 Trade Union and Labour Market

8.2.1 Governance Role of Employees

8.2.2 Trade Union and Firm Performance

8.2.3 Labour Market and Firm Performance

Section 8.3 Trade Union and Labour Market in Germany

8.3.1 Social and Economic Culture in German Labour Market

8.3.2 Strict Legal Protection for Employment

8.3.3 Collective Agreement and Employee Protection

8.3.4 Strict Employment Protection and Labour Market Flexibility

Section 8.4 Trade Union and Labour Market in the UK

8.4.1 Social and Economic Culture in UK Labour Market

8.4.2 Trade Union Recognition and Employee Protection

8.4.3 Insufficient Rights to Information and Consultation of Employees

8.4.4 Protection to Other Employee Rights and Stakeholder Interests

Section 8.5 Discussion and Conclusion

CHAPTER NINE CONCLUSION

Section 9.1 Discussion and Contribution

9.1.1 Significance and Completeness of Stakeholder Theory

9.1.2 Significance of Revised Stakeholder Theory Model

9.1.3 Implementation of Stakeholder Theory in Practice

Section 9.2 Possible Limitations of This Research

Section 9.3 Implication for Future Research

REFERENCES