
- •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

Is the UK model working?
consistent information provided by the company would make their decisions easier.
What makes a company responsible?
Although the institutions play down the importance of corporate responsibility (CR) as a value driver, the wider stakeholder audience increasingly profess themselves to be concerned with CR and the accountability of management. However, caution is required in interpreting such data, as only 8 per cent of all companies submitted their results for external verification. It may be some time before consistency and comparability can be assumed. There has, however, been a year-on-year increase in the quality of CR disclosure, perhaps a reflection of the increased awareness and management of reputation risk. Corporate responsibility reporting in 2006 saw more attention being spent on providing quantified results and obtaining verification of disclosures. Over half of all companies provided quantified data to support their disclosures.
All current governance codes do not touch upon CR, including ethical and environmental issues. Should comprehensive, best-practice international corporate governance guidance include CR disclosure requirements? In the UK, the proposals for the Operating and Financial Review sought to raise the profile of such reporting, but the requirement was suddenly withdrawn by the Government in late 2005. However, this was repackaged into the Companies Act 2006 to incorporate EU directive provisions. The new requirement is in the form of a Business Review, where CR issues are among the list of matters to be addressed. This is covered in more detail in Chapter 7.
There is no single document which is recognised as the standard guidance for CR disclosure. Some available recommendations for CR are general, such as the United Nations Global Compact19 which suggests best practice in areas of human rights, labour, the environment and anti-corruption. Others are more specific; for example, the ‘Equator Principles’ are the benchmark for the finance industry to manage social and environmental issues in project finance.20 Furthermore, there are bodies prescribing best-practice approaches, such as Business Relationships, Accountability, Sustainability and Society (BRASS21) and Business for Social Responsibility (BSR22), together with Accountability Rating,23 which analyses and ranks the CR statements of the world’s largest companies.24
Some industries have informally developed standards for CR disclosures. For example, those companies which have chosen to trade in carbon emissions to meet environmental targets now disclose environmental information, such as carbon units, but this is likely to be as much a response to commercial and financial pressures as for CR purposes alone.
19 |
www.unglobalcompact.org. |
20 www.equator-principles.com. |
21 www.brass.cf.ac.uk. |
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22 |
www.bsr.org. |
23 Developed by csrnetwork consultants, www.accountabilityrating.com/. |
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24 |
Fortune Global 100. |
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