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Table ofcases xiv Table ofStatutes xvi Preface xxi PART ONE CORPORATE GOVERNANCE: AN OVERVIEW 1 The concept 'corporate governance' and essential corporate governance principles l 1.1 The meaning of corporate governance 1 1.1.1 Generally 1 1.1.2 Origins of the corporate governance debate and the stakeholder debate 3 1.1.3 Definition of corporate governance' 6

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[Legal regulation is the most coercive and effective behaviour modifying tool in our community. As a general rule, law relates to the areas of human activ

As a result of a series of high-profile corporate collapses worldwide, along with regular reporting of shareholder money being spent on corporate jets, executive golf days and increasingly excessive executive compensation arrangements, the common perception is that the executives of our largest corporations are driven by self-interest with little regard for what is best for the corporation. Due to this negative perception, there has been an exponential increase in the amount of laws, rules and guidelines setting in place a heightened standard of corporate governance best practice. Without such regulation, it is believed, another collapse or scandal is inevitable. In this article, I dispute this reasoning. In my view if we embrace “positive corporate governance”, in which the positive strengths and virtues of company executives are emphasised, we can move towards an environment in which heavy regulation is replaced by positive corporate norms inside the corporation. I then apply my approach of positive corporate governance to address one of the most significant issues confronting corporate regulation at present- how to deal with the rapid increase in executive compensation in our largest corporations. I suggest that the dominant methodology of pay for performance is ultimately flawed.