Corporate Governance and Chairmanship A Personal View

by Cadbury, Adrian

• ISBN13: 9780199252008
• ISBN10: 0199252009
• Format: Hardcover
• Copyright: 2002-11-07
• Publisher: Oxford University Press

Summary

Corporate governance has become a major issue in business over the last decade. Adrian Cadbury has played a central role in developing policies, good practice, and our understanding of the complex issues involved. In 1992 he chaired the committee, sponsored by the Bank of England, whose Reporton the Financial Aspects of Corporate Governance (commonly known as the 'Cadbury Report') put issues of corporate governance on the map.Ten years on, Cadbury now reflects on issues of corporate governance and chairmanship drawing on his own business and policy-making experience. In the book, he discusses and explains the central issuse of corporate governance; provides practical advice to chairmen and directors on their roles andresponsibilities; and surveys the major codes of practice that have been developed in the last decade. He also considers the implications of the current review of company law and speculates on the implications of electronic developments for shareholders' voice and voting, the extent of a company'ssocial responsibility, and the changing relationship between boards, managers, and investors. This book is both an informed commentary and a practical guide. Cadbury's insights will prove essential reading for anybody taking on senior roles in companies and other public organizations, and will provide well-grounded analysis for management academics, students, and advisers.

Table of Contents

Foreword	xi
Preface	xv
Acknowledgements	xix
The Genesis of Corporate Governance	1	(14)
Background	1	(1)
Governance origins	2	(2)
Governance developments	4	(9)
The focus on governance	13	(2)
Code Consequences for UK Boards	15	(18)
Code developments	15	(1)
Code principles	16	(2)
Code aims	18	(2)
Impact of codes on boards	20	(3)
The implications of the Combined Code	23	(5)
Statutory or self-regulation?	28	(2)
Cause or effect?	30	(3)
The Board Task	33	(17)
Leadership	33	(3)
Direction and management	36	(1)
Board functions	36	(4)
Accountability	40	(4)
Board review	44	(3)
Conclusion	47	(3)
Board Membership	50	(14)
Board composition	50	(4)
Board contribution	54	(4)
Board selection	58	(3)
The chairman's role	61	(3)
The Chairman and Board Structure	64	(15)
Boards in the firing line	64	(6)
Two-tier boards	70	(5)
Conclusions	75	(4)
Taking the Chair	79	(22)
Meetings of the board	80	(12)
Committees of the board	92	(7)
The chairman's authority	99	(2)
The Chairman and the Chief Executive	101	(22)
The chairman's role	101	(4)
Combined or separate?	105	(11)
Division of responsibilities	116	(2)
The right match	118	(5)
The Chairman and the Top Team	123	(12)
Deputies	123	(4)
The chairman's other board links	127	(5)
The chairman's responsibility for strategy	132	(3)
Representing the Company	135	(21)
The chairman's representational role	135	(2)
Chairmen and shareholders	137	(7)
The chairman and the financial institutions	144	(5)
Chairmen and the media	149	(3)
Conclusions on the representational role	152	(4)
Corporate Social Responsibility	156	(19)
Definitions of social responsibility	156	(2)
Why this interest in social responsibility?	158	(1)
Company law and social responsibility	159	(1)
What is social responsibility?	160	(1)
Problems of definition	161	(2)
Interest groups	163	(1)
Business and government	164	(2)
Company social policies	166	(4)
Jobs	170	(2)
The business record on social responsibility	172	(3)
Issues for Chairmen	175	(23)
Appointing a chairman	175	(5)
Dropping the pilot	180	(5)
Bids and mergers	185	(3)
Chairmen's interests and activities	188	(3)
Subsidiary boards	191	(4)
A company's values	195	(3)
The Governance Agenda	198	(38)
Identifying the issues	198	(1)
Forces for change	199	(1)
Company Law Reform	200	(6)
Market forces	206	(4)
Social forces	210	(9)
Further agenda issues	219	(8)
Convergence?	227	(9)
Summing-up	236	(7)
Governance and performance	238	(3)
Reflections on chairmanship	241	(2)
Appendix	243	(4)
The Character of the Company	243	(4)
Bibliography	247	(6)
Books	247	(2)
Booklets, Articles, and Speeches	249	(4)
Index	253