
- •Contents
- •Contributors
- •Acknowledgements
- •Introduction
- •What is corporate governance?
- •Corporate responsibility and ethics
- •Role of the board
- •Is corporate governance working?
- •Contribution of non-executive directors
- •Sanctions
- •The future of corporate governance
- •Challenges
- •1 The role of the board
- •Introduction
- •The executive/non-executive relationship
- •The board agenda and the number of meetings
- •Board committees
- •Size and composition of the board
- •The board and the shareholders
- •The dual role of British boards
- •What value does the board add?
- •Some unresolved questions
- •2 The role of the Chairman
- •Introduction
- •Due diligence
- •Professionalism
- •Setting the agenda and running the board meeting
- •Promoting good governance
- •Creating an effective relationship with the Chief Executive
- •Sustaining the company’s reputation
- •Succession planning
- •Building an effective board
- •Finding the right people
- •Getting the communications right
- •Making good use of non-executive directors
- •Using board committees effectively
- •Protecting the unitary board
- •Creating a climate of trust
- •Making good use of external advisers
- •Promoting the use of board evaluation and director appraisal
- •Qualities of an effective chairman
- •3 The role of the non-executive director
- •Introduction
- •Role of a non-executive director
- •Importance of the role of non-executive director
- •Personal skills and attributes of an effective non-executive director
- •Technical
- •Interpersonal
- •Importance of independence
- •Non-executive director dilemmas
- •Engaged and non-executive
- •Challenge and support
- •Independence and involvement
- •Barriers to NED effectiveness
- •The senior independent director (SID)
- •NEDs and board committees
- •Board evaluation
- •Training for NEDs
- •Diversity
- •Conclusion
- •References
- •4 The role of the Company Secretary
- •Introduction
- •The background
- •The advent of corporate governance
- •Role of the board
- •Strategic versus compliance
- •Reputation oversight
- •Governance systems
- •The Company Secretary
- •The challenges
- •5 The role of the shareholder
- •Recent history – growing pressure on shareholders to act responsibly
- •Governance as an alternative to regulation
- •Where shareholders make a difference
- •What happens in practice
- •The international dimension
- •Progress to date
- •The challenges ahead
- •6 The role of the regulator
- •Introduction
- •The market-based approach to promoting good governance
- •Advantages of the market-based approach and comply-or-explain
- •The role of governments and regulators
- •How does the regulator carry out this role in practice?
- •Challenges to comply-or-explain
- •Conclusion
- •Perspective
- •Individual and collective board responsibility
- •Enlightened shareholder value versus pluralism
- •Core duties
- •The duty to act within powers
- •The duty to promote the success of the company
- •The duty to exercise independent judgement
- •The duty to exercise reasonable care, skill and diligence
- •The duty to disclose interests in proposed transactions or arrangements
- •Additional obligations
- •The obligation to declare interests in existing transactions or arrangements
- •The obligation to comply with the Listing, Disclosure and Transparency Rules
- •The obligation to disclose and certify disclosure of relevant audit information to auditors
- •Reporting
- •The link between directors’ duties and narrative reporting
- •Business reviews
- •Enhanced business reviews by quoted companies
- •Transparency Rules
- •Safe harbours
- •Shareholder derivative actions
- •8 What sanctions are necessary?
- •Introduction
- •The Virtuous Circle of corporate governance
- •Law and regulation in the Virtuous Circle
- •The Courts in the Virtuous Circle
- •Shareholder and market pressure in the Virtuous Circle
- •Good corporate citizenship in the Virtuous Circle
- •The sanctions: law and regulation – policing the boundaries
- •Sanctions under the Companies Acts
- •Sanctions and corporate reporting
- •The role of auditors
- •Plugging the ‘expectations gap’
- •Shareholders and legislative sanctions
- •FSMA: sanctions in a regulatory context
- •Sanctions for listed companies, directors and PDMRs
- •Suspensions and cancellations
- •The Listing Principles – facilitating the enforcement process
- •Sanctions for AIM listed companies
- •Sanctions for sponsors and nomads
- •Misleading statements and practices
- •The sanctions: the role of the Courts
- •Consequences of breach of duty
- •The position of non-executive directors
- •Protecting directors
- •The impact of the 2006 Act
- •Adequacy of civil sanctions for breach of duty
- •The sanctions: shareholder and market pressure – power in the hands of the owners
- •Shareholders and their agents
- •Codes versus law and regulation
- •What sanctions apply under codes and guidelines?
- •Proposals for reform
- •The sanctions: good corporate citizenship – the power of public opinion
- •Adverse press comment
- •Peer pressure
- •Corporate social responsibility
- •Conclusion
- •9 Regulatory trends and their impact on corporate governance
- •Introduction and overarching market trends
- •Regulatory trends in the EU
- •Transparency
- •Comply-or-explain
- •Annual disclosures
- •Interim and ad hoc disclosures
- •Hedge fund and stock lending
- •Accountability
- •Shareholder rights and participation
- •The market for corporate control
- •One-share-one-vote
- •Shareholder communications
- •Trends in the US
- •Transparency
- •Executive remuneration
- •Accountability
- •Concluding remarks
- •10 Corporate governance and performance: the missing links
- •Introduction
- •Governance-ranking-based research into the link between corporate governance and performance
- •Overview of governance-ranking research
- •Assessment of governance-ranking research
- •Further evidence for a link between corporate governance and performance: effectiveness of shareholder engagement
- •Performance of companies in focus lists
- •Performance of shareholder engagement funds
- •Shareholder engagement in practice: Premier Oil plc
- •Assessment of the research and evidence for a link between corporate governance and performance
- •Conclusion
- •Investors play an important role in using corporate governance as an investment technique
- •References
- •11 Is the UK model working?
- •The evolution of UK corporate governance
- •Other governance principles
- •Cross-border harmony
- •UK versus US governance environments
- •Quality of corporate governance disclosures in the UK
- •Have UK companies embraced the principles of the Combined Code?
- •Do they do what they say they do?
- •Resources and investor interest
- •Governance versus performance and listings
- •Alternative Investment Market (AIM) quoted companies
- •Roles and responsibilities
- •Institutional investors
- •Shareholder rights in the UK versus the US
- •Shareholder responsibilities
- •Board effectiveness
- •Review of board performance under the Code
- •Results of evaluations
- •What makes a company responsible?
- •Is the UK model of corporate governance working?
- •Index

Corporate governance and performance
most important part of the investors’ role seems to be engaging in a constructive dialogue with companies to encourage governance changes where necessary, or at the very least taking an active interest in and overseeing their affairs. In our view it is not simply the quality of the governance arrangements that is important in terms of performance but to a significant extent the appropriate engagement of investors with companies on a wide range of issues as part of an active ownership approach involving continuous oversight of the management. The performance of companies included in CalPERS focus list and the success of Hermes’ Focus Funds provide firm support for this view. In order to make their corporate governance based investment strategies work, both CalPERS and Hermes devote significant resources to that end. At Hermes more than fifty people with a wide range of qualifications, experiences and skills are involved in corporate governance analysis and engagement work. This suggests that, going forward, there will be a need for institutional investors to cooperate more closely in respect of corporate governance and engagement and to pool their capabilities. Only by doing so will the potential of a corporate governance-based investment strategy be fully realised.
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