Minutes of Meetings of Directors

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Corporate Governance ◽  
Listed Company ◽  
Board Meeting ◽  
Corporate Governance Code ◽  
Efficient Management ◽  
Course Of Action ◽  
Verbatim Transcript ◽  
The Uk ◽  
Accurate Record ◽  
Fundamental Requirement

The keeping of accurate records of meetings is a fundamental requirement for the efficient management of any institution. As has been discussed in Chapter 17, concerning minutes of shareholders’ meetings, it is important to note that minutes are not a verbatim transcript of the proceedings of a particular meeting, but an accurate record in summary form of what has been debated and decided. In general, minutes of directors’ meetings will record what has been resolved upon, but there may be occasions when the minutes of a board meeting need to record the reasons for a particular decision or the main points arising from a discussion. Where directors of a public listed company have concerns about the way in which that company is being managed or the operation of the board or about a course of action being proposed by the board, the UK Corporate Governance Code requires that directors should ensure that their concerns are recorded in the board minutes if they cannot be resolved. As a matter of practice, directors must appreciate that they may be called to account for their conduct and stewardship of the company’s affairs at any stage, and especially if the company becomes insolvent or

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.

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.

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.

scholarly journals Accrual and real-based earnings management by UK acquirers

2017 ◽  
Vol 13 (4) ◽  
pp. 492-519 ◽  
Author(s):  
Talie Kassamany ◽  
Salma Ibrahim ◽  
Stuart Archbold
Keyword(s):  
Corporate Governance ◽  
Earnings Management ◽  
Design Methodology ◽  
Content Type ◽  
Corporate Governance Code ◽  
Management Behaviour ◽  
Before And After ◽  
Logistic Regressions ◽  
The Uk ◽  
Practical Implications

Purpose This study aims to investigate the occurrence of pre-merger earnings management for a sample of 197 stock- and cash-financed UK acquirers between 1990 and 2009. It also examines the earnings management behaviour around the change in the Corporate Governance Code in 2003 based on the Higgs recommendations. Design/methodology/approach Mean and median accrual- and real-based manipulation are examined in the period before the announcement of a merger and acquisition. These are compared across stock and cash acquirers as well as before and after the implementation of the Higgs recommendations. Logistic regressions are also run to examine accrual- and real-based manipulation across stock and cash acquirers after controlling for variables that may affect the acquisition type. Findings The study found some evidence of upward pre-merger accrual-based earnings management by stock-financed acquirers, which is in line with the findings of Botsari and Meeks (2008). Furthermore, no significant changes were found in the post-Higgs period, which indicates that the recommendations put forth by Higgs may not have been successful in mitigating earnings management. The evidence also shows that cash bidders engage in pre-merger real earnings manipulation through lower discretionary expenses, possibly to enhance cash availability for the bid. Practical implications The findings in this study confirm earnings management exists around mergers and acquisitions and provide some evidence that the recommendations set out in the Higgs Report do not appear to have mitigated earnings management activities. This is of interest to regulators as well as investors and academicians. Originality/value This provides the first analysis in the UK examining the use of real-based earnings management activities by UK acquirers. It also extends prior research around corporate governance changes that occurred in the UK.

Does compliance with corporate governance code hinder corporate entrepreneurship? Evidence from the UK

2016 ◽  
Vol 16 (4) ◽  
pp. 765-784 ◽  
Author(s):  
Adel Elgharbawy ◽  
Magdy Abdel-Kader
Keyword(s):  
Corporate Governance ◽  
Structural Equation ◽  
Corporate Entrepreneurship ◽  
Annual Reports ◽  
Organisational Performance ◽  
Trade Off ◽  
Content Type ◽  
Corporate Governance Code ◽  
The Uk ◽  
Comply Or Explain

Purpose This paper aims to investigate the possible trade-off between accountability and enterprise in the context of comply or explain governance. The issue was addressed through examining the effect of compliance with the corporate governance code (CGC) on corporate entrepreneurship (CE) and organisational performance. Design/methodology/approach Based on cross-sectional survey and content analysis of annual reports, the level of CE and compliance with the CGC were measured in the large and medium-listed companies in the UK during 2010. Partial least squares structural equation modelling (PLS-SEM) was used for data analysis. Findings The results suggest no conflict between compliance with the CGC and CE in the UK, which can be attributed to the flexibility of the “comply or explain” approach. This implies that no trade-off between accountability and enterprise in the context of comply or explain governance. Practical implications The study provides evidence in support of the regulatory governance framework in the UK and the comply or explain approach at large. This evidence contributes to the debate on the rules-based or principles-based governance, which may affect future CG regulations. It can also guide the directors to achieve the balance between their conformance and performance roles. Originality/value The study bridges the gap between CG and CE disciplines through developing a theoretical model that integrate contingency and agency theories lenses. Adopting a holistic approach provides insights into the relationships between CG and CE, rather than investigating the effect of each of these practices separately on organisational performance.

2. Who makes company law and what is it for?

2018 ◽  
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Case Law ◽  
Company Law ◽  
Business Enterprise ◽  
Public Interests ◽  
Corporate Governance Code ◽  
Mandatory Rules ◽  
The Uk

This chapter discusses the sources and purposes of company law. Legislation is the most important source of company law. There is EU as well as UK legislation, but this is subject to Brexit. Litigation concerning companies has generated a vast quantity of case law. There are other rules such as the UK Corporate Governance Code and there are practitioner texts and academic articles and books in abundance. There is a discussion of the purpose of company law which notes that its most significant purpose must be to facilitate business, but there is argument over whether mandatory rules of company law are the best way to encourage business enterprise. This leads to the discussion of whether companies should only serve the interests of their members (the shareholder-centred view of the company) or whether wider public interests must be considered.

2. Who makes company law and what is it for?

2021 ◽  
pp. 10-32
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Case Law ◽  
Company Law ◽  
Business Enterprise ◽  
Public Interests ◽  
Eu Legislation ◽  
Corporate Governance Code ◽  
Mandatory Rules ◽  
The Uk

This chapter discusses the sources and purposes of company law. Legislation is the most important source of company law. The effect of EU legislation on UK law is explained, including retained EU Regulations which continue in force despite Brexit. Litigation concerning companies has generated a vast quantity of case law. There are other rules such as the UK Corporate Governance Code and there are practitioner texts and academic articles and books in abundance. There is a discussion of the purpose of company law which notes that its most significant purpose must be to facilitate business, but there is argument over whether mandatory rules of company law are the best way to encourage business enterprise. This leads to the discussion of whether companies should only serve the interests of their members (the shareholder-centred view of the company) or whether wider public interests must be considered.

15. Directors

2021 ◽  
pp. 406-453
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Court Cases ◽  
Public Companies ◽  
Legal Principles ◽  
Corporate Governance Code ◽  
The Board Of Directors ◽  
The Uk ◽  
The Relationship

This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.

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