THE UK CORPORATE GOVERNANCE CODE (FINANCIAL REPORTING COUNCIL, JUNE 2010)

2012 ◽  
pp. 532-563
Keyword(s):  
Corporate Governance ◽  
Financial Reporting ◽  
Corporate Governance Code ◽  
The Uk

scholarly journals The Impact of the UK Corporate Governance Code 2010 on Earnings Management around Mergers and Acquisitions

2016 ◽  
Vol 8 (2) ◽  
pp. 1
Author(s):  
Michael Yipake Banseh ◽  
Ehsan Khansalar
Keyword(s):  
Corporate Governance ◽  
Mergers And Acquisitions ◽  
Earnings Management ◽  
Financial Reporting ◽  
Pearson Correlation ◽  
Discretionary Accruals ◽  
Corporate Management ◽  
Corporate Governance Code ◽  
The Uk ◽  
The Impact

<p>Several studies revealed earnings management (EM) around mergers and acquisitions (M&amp;As) by both acquirers and target firms. Rosa et al. (2003) suggest that a systematic EM is associated with the use of stock as payment in takeovers. This and other corporate malpractices have prompted authorities to tighten regulations by passing the United Kingdom (UK) Corporate Governance (CG) Code to guide companies in the UK in their corporate management and financial reporting.</p><p>This study is to investigate the impact of the UK CG Code on accruals EM around M&amp;As in the UK. The study applied the Modified Jones (1991) model as modified by Dechow et al. (1995) and the Pearson Product Moment Correlation in analysing a sample data from 66 companies listed on the LSE that have undertaken M&amp;As within the period of January 2007 to December 2014. The results produced by the modified Jones model indicate some level of income increasing discretionary accruals in the pre-CG period but showed an opposite situation in the post-CG period. A test for significance indicates the means of pre-CG discretionary accruals and post-CG discretionary accruals were different and significant. The hypothesis that “the level of earnings management around mergers and acquisitions in the UK has significantly reduced after the enactment of the UK Corporate Governance code 2010” was therefore accepted.</p>Results from the Pearson Correlation Coefficient were inconclusive on EM but indicate some changes in the level of activities in the earnings between the two periods. This may also points to some effect of CG Code on the reported earnings of these companies. The results from this study is consistent with existing studies that evince the effectiveness of CG in controlling EM as Hsu and Koh (2005); Osma (2008) suggest that best corporate governance practices minimise EM and reduce fraud drastically.

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.

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.

scholarly journals Audit committee diversity and corporate scandals: evidence from the UK

2021 ◽  
Vol ahead-of-print (ahead-of-print) ◽  
Author(s):  
Craig McLaughlin ◽  
Stephen Armstrong ◽  
Maha W. Moustafa ◽  
Ahmed A. Elamer
Keyword(s):  
Corporate Governance ◽  
Financial Reporting ◽  
Audit Committee ◽  
Corporate Fraud ◽  
Content Type ◽  
Corporate Scandals ◽  
Corporate Scandal ◽  
Binary Regression Analysis ◽  
And Gender ◽  
The Uk

Purpose This paper aims to empirically analyse specific characteristics of an audit committee that could be associated with the likelihood of corporate fraud/scandal/sanctions. Design/methodology/approach The sample includes all firms that were investigated by the Financial Reporting Council through the audit enforcement procedure from 2014 to 2019, and two matched no-scandal firms. It uses logistic binary regression analysis to examine the hypotheses. Findings Results based on the logit regression suggest that audit member tenure and audit committee meeting frequency both have positive associations to the likelihood of corporate scandal. Complementing this result, the authors find negative but insignificant relationships amongst audit committee female chair, audit committee female members percentage, audit committee qualified accountants members, audit committee attendance, number of shares held by audit committee members, audit committee remuneration, board tenure and the likelihood of corporate scandal across the sample. Research limitations/implications The results should help regulatory policymakers make decisions, which could be crucial to future corporate governance. Additionally, these results should be useful to investors who use corporate governance as criteria for investment decisions. Originality/value The authors extend, as well as contribute to the growing literature on the audit committee, and therefore, wider corporate governance literature and provide originality in that it is the first, to the knowledge, to consider two characteristics (i.e. remuneration and gender) in a UK context of corporate scandal. Also, the results imply that the structure and diversity of the audit committee affect corporate fraud/scandal/sanctions.

scholarly journals Corporate governance in the financial services sector of small island economies: A case study of Mauritius

2007 ◽  
Vol 4 (3) ◽  
pp. 266-278 ◽  
Author(s):  
Pran Krishansing Boolaky
Keyword(s):  
Corporate Governance ◽  
Financial Reporting ◽  
Financial Services ◽  
Good Governance ◽  
Financial Sector ◽  
Insurance Companies ◽  
Small Island ◽  
Services Sector ◽  
Financial Services Sector ◽  
Corporate Governance Code

This study investigates the practices of corporate governance in the financial services sector of small island economies with special reference to banks and insurance companies in Mauritius with a view to assess the level of compliance. The financial sector is today an important economic pillar on which the government is relying given the imminent recession in the sugar industry. In this respect financial institutions play a key role because they are the core set of the financial sector. It is therefore important for people to have confidence in both banks and insurance companies of their country. This is possible by ensuring compliance with good governance. In Mauritius, the Central Bank has issued its guidelines on good corporate governance for banks and this guide is made in line with the Corporate Governance Code issued by the National Committee on Corporate Governance. Banks are also required to comply with the codes as per the Banking Act 2004 and the Financial Reporting Act 2004. In a similar vein insurance companies should comply with the National Code on Corporate Governance and relevant laws related to good governance of insurance business, such as the Insurance Act 2005, the Financial Services Commission guidelines on Corporate Governance and the Financial Services Development Act 2002. In addition insurance companies should also comply with the Companies Act 2001 and the Financial Reporting Act 2004. This paper initially reports on the practice of corporate governance in the financial services sector of small island economies by drawing data from the Financial Sector Assessment Programme of the International Monetary Fund. A content analysis of the annual reports of companies in the sector is used to assess the level of compliance to corporate governance code in Mauritius and concludes that compliance rate is above 70% as regards board’s composition, audit committee, disclosure of policies and practices. This study reports that there are few cases of noncompliance with the National Code but good governance is necessary in the financial services sector to inspire stakeholders confidence.

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