Corporate Governance and Chairmanship: A Personal View

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Oxford University Press, 2002 - Business & Economics - 259 pages
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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.
 

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Contents

The Genesis of Corporate Governance
1
Governance origins
2
Governance developments
4
The focus on governance
13
Code Consequences for UK Boards
15
Code principles
16
Code aims
18
Impact of codes on boards
20
Chairmen and shareholders
137
The chairman and the financial institutions
144
Chairmen and the media
149
Conclusions on the representational role
152
Corporate Social Responsibility
156
Why this interest in social responsibility?
158
Company law and social responsibility
159
What is social responsibility?
160

The implications of the Combined Code
23
Statutory or selfregulation?
28
Cause or effect?
30
The Board Task
33
Direction and management
36
Accountability
40
Board review
44
Conclusion
47
Board Membership
50
Board contribution
54
Board selection
58
The chairmans role
61
The Chairman and Board Structure
64
Twotier boards
70
Conclusions
75
Taking the Chair
79
Meetings of the board
80
Committees of the board
92
The chairmans authority
99
The Chairman and the Chief Executive
101
Combined or separate?
105
Division of responsibilities
116
The right match
118
The Chairman and the Top Team
123
The chairmans other board links
127
The chairmans responsibility for strategy
132
Representing the Company
135
Problems of definition
161
Interest groups
163
Business and government
164
Company social policies
166
Jobs
170
The business record on social responsibility
172
Issues for Chairmen
175
Dropping the pilot
180
Bids and mergers
185
Chairmens interests and activities
188
Subsidiary boards
191
A companys values
195
The Governance Agenda
198
Forces for change
199
Company Law Reform
200
Market forces
206
Social forces
210
Further agenda issues
219
Convergence?
227
Summingup
236
Governance and performance
238
Reflections on chairmanship
241
Appendix
243
Bibliography
247
Booklets Articles and Speeches
249
Index
253
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About the author (2002)

Adrian Cadbury is Chancellor of the University of Aston. From 1969-74 he was Deputy Chairman and Managing Director of Cadbury Schweppes before becoming Chairman in 1975. In 1992 he chaired the committee, sponsored by the Bank of England, whose Report on the Financial Aspects of CorporateGovernance (commonly known as the 'Cadbury Report') put issues of corporate governance on the map. Amongst many positions held, he has been Director of the Bank of England (1970-94); Director of IBM UK Ltd (1975-94); Director of the National Exhibition Centre (1989-present); Chairman of the WestMidlands Economic Planning Council (1967-70); Chairman of the Economic and Financial Policy Committee (1974-80); and Chairman of Promotion of Non-Executive Directors (1984-present). He was made a Freeman of the City of Birmingham in 1982 and was High Sheriff of the West Midlands from 1994-5.

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