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Home > STUDENTS > Business Law > Business and Corporate Law > 1st Indian Edition, 2003 |
Adrian Cadbury has had considerable experience of boards and chairmanship in Britain and abroad. He was Chairman of Cadbury Schweppes for 14 years and his board appointments have included the Bank of England and IBM UK Ltd. In 2001, he received the International Corporate Governance Network Award.
Corporate governance has become a major issue in business over the last decade. The book provides a background to the theory of governance and its application in the business world. The author discusses and explains the central issue of corporate governance; provides practical advice to chairmen and directors on their roles and responsibilities; and surveys the major codes of practice that have been developed in the last decade. The author speculates on the implications of electronic developments for shareholders' voice and voting, the extent of a company's social responsibility, and the changing relationship between boards, managers, and investors.
This work is both an informed commentary and a practical guide. The author'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 lawyers, management academics, MBA and law students, and advisers. This book is highly relevant for the Company Law course in the LL.B. programme as prescribed in the latest UGC Model Curriculum, valid from July 2002.
This book is highly topical and relevant especially on a discussion on the protection of shareholder and minority rights, and how, in the light of recent accounting scams like those at Enron and Worldcom top management can be controlled and held to account. Further, given how much the subject of corporate governance is in the news: there are strict governance norms that have been included in the new Companies Act and given the increasing importance of the subject, the book would be invaluable for corporate lawyers and MBA students.
1 The Genesis of Corporate Governance 1 Background 1 Governance origins 2 Governance developments 4 The focus on governance 13 2 Code Consequences for UK Boards 15 Code developments 15 Code principles 16 Code aims 18 Impact of codes on boards 20 The implications of the Combined Code 23 Statutory or self-regulation? 28 Cause or effect? 30 3 The Board Task 33 Leadership 33 Direction and management 36 Board functions 36 Accountability 40 Board review 44 Conclusion 47 4 Board Membership 50 Board composition 50 Board contribution 54 Board selection 58 The chairman's role 61 5 The Chairman and Board Structure 64 Boards in the firing line 64 Two-tier boards 70 Conclusions 75 6 Taking the Chair 79 Meetings of the board 80 Committees of the board 92 The chairman's authority 99 7 The Chairman and the Chief Executive 101 The chairman's role 101 Combined or separate? 105 Division of responsibilities 116 The right match 118 8 The Chairman and the Top Team 123 Deputies 123 The chairman's other board links 127 The chairman's responsibility for strategy 132 9 Representing the Company 135 The chairman's representational role 135 Chairmen and shareholders 137 The chairman and the financial institutions 144 Chairman and the media 149 Conclusions on the representational role 152 10 Corporate Social Responsibility 156 Definitions of social responsibility 156 Why this interest in social responsibility? 158 Company law and social responsibility 159 What is social responsibility? 160 Problems of definition 161 Interest groups 163 Business and government 164 Company social policies 166 Jobs 170 The business record on social responsibility 172 11 Issues for Chairmen 175 Appointing a chairman 175 Dropping the pilot 180 Bids and mergers 185 Chairmen's interests and activities 188 Subsidiary boards 191 A company's values 195 12 The Governance Agenda 198 Identifying the issues 198 Forces for change 199 Company law reform 200 Market forces 206 Social forces 210 Further agenda issues 219 Convergence? 227 13 Summing-up 236 Governance and performance 238 Reflections on chairmanship 241 Appendix 243 The Character of the Company 243 Bibliography 247 Books 247 Booklets, Articles, and Speeches 249 Index 253
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