The Organizational Framework

2021 ◽  
pp. 103-124
Author(s):  
Eva Micheler
Keyword(s):  
Decision Making ◽  
Corporate Governance ◽  
Common Law ◽  
Legal Process ◽  
Financial Reports ◽  
Corporate Governance Code ◽  
The Common ◽  
Organizational Framework ◽  
The Uk ◽  
Organizational Reality

This chapter assesses how the Companies Act establishes an organizational framework for companies by defining roles for the directors, the shareholders, the auditors, and the company secretary. The statute appoints the shareholders to decide constitutional matters and to participate in certain management decisions. It delegates the maintenance of financial records and the production of financial reports to the directors and carves out a role for the company secretary and the auditors. The Act also imposes mandatory procedures for shareholder meetings. The common law permits these to be overridden by an informal unanimous decision and in this way allows for organizational reality to override the formal legal process. The UK Corporate Governance Code contains generally accepted recommendations structuring decision-making by the directors.

scholarly journals Incentives facing UK-listed companies to comply with the risk reporting provisions of the UK Corporate Governance Code

2016 ◽  
Vol 22 (1) ◽  
pp. 127-152 ◽  
Author(s):  
P. Klumpes ◽  
C. Ledlie ◽  
F. Fahey ◽  
G. Kakar ◽  
S. Styles
Keyword(s):  
Corporate Governance ◽  
Financial Reporting ◽  
Financial Reports ◽  
Listed Firms ◽  
Reporting Practices ◽  
Corporate Governance Code ◽  
Future Viability ◽  
The Uk ◽  
Corporate Risk ◽  
Risk Reporting

AbstractRecent changes made to the UK Corporate Governance Code require UK firms to report new or enhanced narrative information concerning their principal risks, their risk management processes and their future viability. This paper analyses whether the level and nature of voluntary compliance with these new requirements is consistent with alternative economic and political visibility incentives. We analyse relevant sections of financial reports produced by industry-matched samples of large-, mid- and small-cap UK-listed firms during the transitional 2013–2014 financial reporting years. Both specific and generic readability attributes of the reports are measured. We find that virtually no firm in our sample has provided any viability statement. Empirical analysis of disclosures concerning principal risk assessment and review processes appear to be primarily motivated by political visibility reasons. Examples of particularly good and cases of poor corporate risk reporting practices are also discussed. Possible implications for the actuarial profession are discussed.

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.

scholarly journals Interpreting change through legal culture: the case of the Irish exclusionary rule

Legal Studies ◽  
2021 ◽  
pp. 1-18
Author(s):  
Claire Hamilton
Keyword(s):  
Decision Making ◽  
Common Law ◽  
Legal Culture ◽  
Macro Level ◽  
Judicial Decision ◽  
Exclusionary Rule ◽  
Judicial Decision Making ◽  
The Common ◽  
Law Of Evidence

Abstract The changes to the Irish exclusionary rule introduced by the judgment in People (DPP) v JC mark an important watershed in the Irish law of evidence and Irish legal culture more generally. The case relaxed the exclusionary rule established in People (DPP) v Kenny, one of the strictest in the common law world, by creating an exception based on ‘inadvertence’. This paper examines the decision through the lens of legal culture, drawing in particular on Lawrence Friedman's distinction between ‘internal’ and ‘external’ legal culture to help understand the factors contributing to the decision. The paper argues that Friedman's concept and, in particular, the dialectic between internal and external legal culture, holds much utility at a micro as well as macro level, in interrogating the cultural logics at work in judicial decision-making.

The legal and ethical aspects of telemedicine. 1: Confidentiality and the patient's rights of access

1997 ◽  
Vol 3 (4) ◽  
pp. 179-187 ◽  
Author(s):  
Ben Stanberry
Keyword(s):  
Medical Records ◽  
Common Law ◽  
Medical Data ◽  
Legal Obligation ◽  
The European Union ◽  
Ethical Aspects ◽  
Patients Rights ◽  
Patient’S Rights ◽  
The Common ◽  
The Uk

This paper reviews the principle of confidentiality and the rights of access by patients to their medical records. Confidentiality has been germane to the ethics of medical practice since the time of Hippocrates but the nature of the legal obligation of confidence does not have such a clear pedigree. The introduction of crossborder telemedical consultations presents a very real danger to maintaining the confidentiality of medical data. While both the common law and statute law can be used to prevent the unauthorized interception and disclosure of medical data and protect the patient's rights of access and ownership in the UK, it is the harmonization regime of the European Union that will bring comprehensive regulation and legal clarity to the protection of patients' rights within an increasingly international medical super-specialty'.

scholarly journals Transparency in corporate governance: Extent of directors duty to declare interest in company’s transactions

2015 ◽  
Vol 11 (1) ◽  
pp. 137-148 ◽  
Author(s):  
Anthony O. Nwafor
Keyword(s):  
South Africa ◽  
Corporate Governance ◽  
United Kingdom ◽  
Comparative Analysis ◽  
Common Law ◽  
Men And Women ◽  
Legal Personality ◽  
The Common ◽  
The Law ◽  
Important Position

The realization that the directors occupy important position in corporate governance, and as business men and women, cannot be prevented from having dealings with the company, demand a close scrutiny of corporate transactions in which they are directly or indirectly involved or have an interest to ensure that such interest is not placed above their duty to the company. One of the ways in which the law strives to achieve this balance is by imposing a duty on the director to disclose to the board any interest he has in company’s transactions. This requirement which was previously governed by the common law and the company’s articles, is presently increasingly finding a place in companies statutes in different jurisdictions. The paper examines, through a comparative analysis, the provisions on the duty of the director to disclose interest in company’s transactions in South Africa and United Kingdom with the aim of discovering the extent to which the statute in both jurisdictions upholds the common law prescriptions. The paper argues that the need for transparency in corporate governance and the preservation of the distinct legal personality of the company demand that the duty to disclose interest should be upheld even in those cases of companies run by a sole director.

scholarly journals The protection of environmental interests through corporate governance: A South African company law perspective

2015 ◽  
Vol 11 (2) ◽  
pp. 8-20
Author(s):  
Anthony O. Nwafor
Keyword(s):  
South Africa ◽  
Sustainable Development ◽  
Corporate Governance ◽  
South African ◽  
Common Law ◽  
Company Law ◽  
The Common ◽  
Corporate Administrators ◽  
Environmental Interests

The quest to maximize profits by corporate administrators usually leaves behind an unhealthy environment. This trend impacts negatively on long term interests of the company and retards societal sustainable development. While there are in South Africa pieces of legislation which are geared at protecting the environment, the Companies Act which is the principal legislation that regulates the operations of the company is silent on this matter. The paper argues that the common law responsibility of the directors to protect the interests of the company as presently codified by the Companies Act should be developed by the courts in South Africa, in the exercise of their powers under the Constitution, to include the interests of the environment. This would guarantee the enforcement of the environmental interests within the confines of the Companies Act as an issue of corporate governance.

scholarly journals Te ao Māori in a "Sympathetic" Legal Regime: the Use of Māori Concepts in Legislation

2009 ◽  
Vol 40 (2) ◽  
pp. 531 ◽  
Author(s):  
Arnu Turvey
Keyword(s):  
Decision Making ◽  
Cultural Identity ◽  
Common Law ◽  
Legal Regime ◽  
Treaty Of Waitangi ◽  
Decision Making Processes ◽  
Practical Effect ◽  
The Common ◽  
The Government ◽  
Positive Step

The incorporation of Māori concepts into legislation has been one of several methods the government has employed to acknowledge and promote Māori cultural identity and give practical effect to the Treaty of Waitangi within its legislative frameworks.  While legal recognition of Māori concepts may have appeared as a positive step towards the creation of a mutually beneficial level of bicultural discourse in the government's management frameworks, in practice they have been the source of a new set of challenges. By transplanting Māori concepts directly into legislation, Māori ideas must become operational parts of Western regimes; concepts which are to be recognised and given effect to within the decision-making processes of bodies charged with the administration of particular legislation as well as the courts. Drawing on Commons' observations about the nature of artificial selection - the process by which the meaning of ideas and language is consciously or subconsciously manipulated by the group in power in order to advance its own interests, it becomes evident that, in the context of the common law legal system, Māori concepts have become detached from their original purpose and meaning.

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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