Corporate Governance: Practical Guidance on Accountability Requirements

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Thorogood Publishing, 2006 - Business & Economics - 135 pages
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This report is a clear, accessible and jargon-free analysis of the practical application of Corporate Governance. With short case studies to illustrate UK legal requirements, the author guides the reader through all aspects of the Corporate Governance program, concentrating specifically on its use by organizations who are not required to adopt it, such as listed PLCs.
 

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Contents

Introduction
1
Corporate scandals
2
Putting morality into capitalism corporate governance
3
Social responsibility
4
CADBURY GREENBURY AND HAMPEL
6
A The Cadbury Code of best practice
7
B The Greenbury committee report
15
C The Hampel Committee
18
Stakeholders
78
The pertinent questions
82
THE EMPLOYEE INTERFACE
84
Legal requirements
85
Employees financial involvement
88
InformationConsultation Forums
90
The administration
91
Elected representatives
92

HIGGS SMITH AND THE PARTICIPANTS ROLES
21
A The Higgs and Smith Committees
22
B The participants roles
23
Evaluation
34
TURNBULL AND RISK
35
The recommendations
37
Disaster recovery in action
38
Preparation
41
Safety and the Board
43
An increasing legal obligation
47
THE COMBINED CODE
49
Combined Code of Corporate Governance
50
SarbanesOxley SOX
61
The EU Good Governance Code
63
International Corporate Governance Network ICGN
64
REPORTING OUR RESPONSIBILITIES
65
A The operating and financial or business review
66
Publication
67
B Human Capital Management
70
C Corporate Social Responsibility CSR
73
Using societys resources
74
Employee appeal
75
Adverse publicity
76
The sexual revolution
77
Reporting financial results
93
Employee reports
94
The future
98
ETHICS FRAUD AND WHISTLEBLOWING
99
A Codes of Ethics
100
B Fraud
104
C Whistleblowing
110
Course of action
111
Legal actions
114
APPENDICES
115
Directors familiarisation
116
Legal obligations
117
Morality
118
Accountability
119
Draft rules and constitution for a Preexisting agreement for an Information and Consultation Forum ICF
120
B Constitution
121
Draft nonexecutive directors combined contract for service
125
A gift policy
128
Corporate Social ResponsibilityRisk Management checklist
130
C Further reference
131
Directors assessment
132
Security policy
134
Copyright

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About the author (2006)

David M. Martin has many years' experience as a listed PLC Company Director and Secretary, consultant and author. For the last 19 years he has run his own consultancy-Buddenbrook-carrying out projects for a range of clients, large and small. He is a regular seminar speaker and author of over 35 books including The Company Secretary (The Institute of Chartered Secretaries) and The Company Director's Desktop Guide and Discrimination Law and Employment Issues (Thorogood).