13. Corporate governance

2019 ◽  
pp. 343-353
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Shareholder Activism ◽  
Listed Companies ◽  
Corporate Governance Code ◽  
The Uk ◽  
Legal Controls ◽  
And Control ◽  
Do So

This chapter surveys corporate governance. It identifies the key problem of the separation of ownership and control in companies that are not owner-managed. Shareholders are seen as the owners of the company but directors manage the company and can do so for their own benefit rather than the shareholders’. There is a list of the numerous legal controls on directors, which are studied in other chapters. There is discussion of two ways of looking at directors, either as stewards who must account for their actions to the owners or as entrepreneurs whose wealth-creating work deserves reward. The UK Corporate Governance Code, which applies to premium listed companies, is discussed, as are shareholder activism and investor stewardship.

13. Corporate governance

2018 ◽  
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Shareholder Activism ◽  
Listed Companies ◽  
Corporate Governance Code ◽  
The Uk ◽  
Legal Controls ◽  
And Control ◽  
Do So

This chapter surveys corporate governance. It identifies the key problem of the separation of ownership and control in companies that are not owner-managed. Shareholders are seen as the owners of the company but directors manage the company and can do so for their own benefit rather than the shareholders’. There is a list of the numerous legal controls on directors, which are studied in other chapters. There is discussion of two ways of looking at directors, either as stewards who must account for their actions to the owners or as entrepreneurs whose wealth-creating work deserves reward. The UK Corporate Governance Code, which applies to premium listed companies, is discussed, as is shareholder activism.

13. Corporate governance

2021 ◽  
pp. 339-349
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Shareholder Activism ◽  
Listed Companies ◽  
Corporate Governance Code ◽  
The Uk ◽  
Legal Controls ◽  
And Control ◽  
Do So

This chapter surveys corporate governance. It identifies the key problem of the separation of ownership and control in companies that are not owner-managed. Shareholders are seen as the owners of the company but directors manage the company and can do so for their own benefit rather than the shareholders’. There is a list of the numerous legal controls on directors, which are studied in other chapters. There is discussion of two ways of looking at directors, either as stewards who must account for their actions to the owners or as entrepreneurs whose wealth-creating work deserves reward. The UK Corporate Governance Code, which applies to premium listed companies, is discussed, as are shareholder activism and investor stewardship.

6. Company Management and Governance

2020 ◽  
pp. 100-120
Author(s):  
Imogen Moore
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Executive Directors ◽  
Corporate Governance Code ◽  
Executive Remuneration ◽  
Questions And Answers ◽  
The Uk ◽  
And Control ◽  
The Relationship

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.

scholarly journals Incentives facing UK-listed companies to comply with the risk reporting provisions of the UK corporate governance code ‐ Abstract of the London Discussion

2017 ◽  
Vol 22 (1) ◽  
pp. 153-176
Keyword(s):  
Corporate Governance ◽  
Listed Companies ◽  
Publication Type ◽  
Corporate Governance Code ◽  
The Uk ◽  
Risk Reporting

This abstract relates to the following paper: KlumpesP., LedlieC., FaheyF., KakarG. and StylesS. Incentives facing UK-listed companies to comply with the risk reporting provisions of the UK corporate governance code. British Actuarial Journal. doi: 10.1017/5135732/716000180

The Current Legal Framework Relating To Directors

2017 ◽  
Keyword(s):  
Corporate Governance ◽  
Common Law ◽  
Listed Companies ◽  
Legal Framework ◽  
England And Wales ◽  
Corporate Governance Code ◽  
Industry Standards ◽  
The Law ◽  
The Uk ◽  
Criminal Legislation

This work attempts to state the law of England and Wales relating to the duties and liabilities of directors of companies, both civil and criminal. The most important elements of the legal framework affecting these matters are the company’s constitution and the Companies Act 2006, but particular aspects of a director’s conduct may engage other statutory provisions (eg Insolvency Act 1986 or criminal legislation). Common law rules and equitable principles provide the background that informs the interpretation of the legislation and the assessment by the court of a director’s conduct. Also relevant are ‘industry standards’ such as the UK Corporate Governance Code, which applies to listed companies, and guidance from the Financial Conduct Authority (FCA) for companies subject to its regulation.

6. Company Management and Governance

2016 ◽  
Author(s):  
Imogen Moore
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Executive Directors ◽  
Corporate Governance Code ◽  
Executive Remuneration ◽  
Questions And Answers ◽  
The Uk ◽  
And Control ◽  
The Relationship

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.

scholarly journals Compliant in principle! and in practice? Internal audit at listed companies in the Netherlands: beyond compliance with the Dutch Corporate Governance Code

2020 ◽  
Vol 94 (3/4) ◽  
pp. 93-101
Author(s):  
Robert Bogtstra ◽  
Inge Garretsen ◽  
Remko Renes
Keyword(s):  
Risk Management ◽  
Corporate Governance ◽  
The Netherlands ◽  
Internal Audit ◽  
Listed Companies ◽  
Corporate Governance Code ◽  
Internal Audit Function ◽  
Registered Office ◽  
Different Characteristics ◽  
And Control

The revised Dutch Corporate Governance Code of 2016 (hereafter “the Code”) comprises provisions regarding the existence of an internal audit function. Following the comply or explain principle of the Code, Euronext Amsterdam listed companies with a registered office in the Netherlands either have established an internal audit function or have to explain why they did not. Our research shows that the number of listed companies with an internal audit function has since grown. In 2016 53% of Euronext Amsterdam listed companies with their registered office in the Netherlands have established an internal audit function; in 2018 this figure is 64%. More than half of these listed companies have an in-house independent internal audit function, whereas other companies have internal audit functions with different characteristics, such as a combined internal audit and risk management function or have outsourced the internal audit function. The majority of the companies without an internal audit function provide inadequate arguments for this absence. They thereby do not meet the standards as set forth in the Code. In most cases, the argument for not having an internal audit function is: “the organization is too small”. This is not a valid argument, as the Code specifically addresses this situation stating that in case the size of a company is not suited for an internal audit function, outsourcing may be an appropriate alternative. We conclude that management boards should give this topic better thought and give better insight in their judgement by explaining the arguments. We therefore advocate that the principle of “comply or explain” should be “comply and explain”. Such is the case in the South African corporate governance code (King IV). The effect will be that management boards mindfully have to elaborate on how they obtain independent assurance on the company’s governance, risk management and control systems.

6. Company Management and Governance

2018 ◽  
Author(s):  
Imogen Moore
Keyword(s):  
Corporate Governance ◽  
Institutional Investors ◽  
Executive Directors ◽  
Corporate Governance Code ◽  
Executive Remuneration ◽  
Questions And Answers ◽  
The Uk ◽  
And Control ◽  
The Relationship

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.

scholarly journals From Cadbury to Kay: discourse, intertextuality and the evolution of UK corporate governance

2018 ◽  
Vol 31 (5) ◽  
pp. 1542-1562 ◽  
Author(s):  
Michael Price ◽  
Charles Harvey ◽  
Mairi Maclean ◽  
David Campbell
Keyword(s):  
Corporate Governance ◽  
Critical Discourse Analysis ◽  
Critical Discourse ◽  
Governance Reform ◽  
Content Type ◽  
Main Research ◽  
Corporate Governance Code ◽  
Set Up ◽  
The Uk ◽  
Canonical Texts

PurposeThe purpose of this paper is to answer two main research questions. First, the authors ask the degree to which the UK corporate governance code has changed in response to both systemic perturbations and the subsequent enquiries established to recommend solutions to perceived shortcomings. Second, the authors ask how the solutions proposed in these landmark governance texts might be explained.Design/methodology/approachThe authors take a critical discourse approach to develop and apply a discourse model of corporate governance reform. The authors draw together data on popular, corporate-political and technocratic discourses on corporate governance in the UK and analyse these data using content analysis and the historical discourse approach.FindingsThe UK corporate governance code has changed little despite periodic crises and the enquiries set up to investigate and make recommendation. Institutional stasis, the authors find, is the product of discourse capture and control by elite corporate actors aided by political allies who inhabit the same elite habitus. Review group members draw intertextually on prior technocratic discourse to create new canonical texts that bear the hallmarks of their predecessors. Light touch regulation by corporate insiders thus remains the UK approach.Originality/valueThis is one of the first applications of critical discourse analysis in the accounting literature and the first to have conducted a discursive analysis of corporate governance reports in the UK. The authors present an original model of discourse transitions to explain how systemic challenges are dissipated.

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