Corporate Governance and Chairmanship: A Personal View
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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The Genesis of Corporate Governance
The focus on governance
Code Consequences for UK Boards
Impact of codes on boards
Chairmen and shareholders
The chairman and the financial institutions
Chairmen and the media
Conclusions on the representational role
Corporate Social Responsibility
Why this interest in social responsibility?
Company law and social responsibility
What is social responsibility?
The implications of the Combined Code
Statutory or selfregulation?
Cause or effect?
The Board Task
Direction and management
The chairmans role
The Chairman and Board Structure
Taking the Chair
Meetings of the board
Committees of the board
The chairmans authority
The Chairman and the Chief Executive
Combined or separate?
Division of responsibilities
The right match
The Chairman and the Top Team
The chairmans other board links
The chairmans responsibility for strategy
Representing the Company
Problems of definition
Business and government
Company social policies
The business record on social responsibility
Issues for Chairmen
Dropping the pilot
Bids and mergers
Chairmens interests and activities
A companys values
The Governance Agenda
Forces for change
Company Law Reform
Further agenda issues
Governance and performance
Reflections on chairmanship
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