Corporate Governance and Chairmanship

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