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4
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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