Corporate Governance

Overview

This briefing is a clear, accessible and jargon-free analysis of the practical application of Corporate Governance. With short case studies to illustrate legal requirements, the author guides the reader through all aspects of the Corporate Governance programme, concentrating specifically on its use by organisations who are not required to adopt it, such as listed PLCs.

Expert advice on:

• Conforming to the demands of the law
• Controlling business risks
• Structuring the delegation of authority
• Developing social responsibility programmes
• Adopting codes of ethics

Who should buy this Report • In-house lawyers • Company secretaries • Commercial and contract directors • Private practice lawyers

Content

INTRODUCTION

• Corporate scandals
• Putting morality into capitalism – ‘corporate governance’
• Across the Atlantic
• Social responsibility

1 CADBURY, GREENBURY AND HAMPEL

• The Cadbury Code of best practice
• The Greenbury committee report
• The Hampel Committee

2 HIGGS, SMITH AND THE ‘PARTICIPANTS’ ROLES

• The Higgs and Smith Committees
• The participants’ roles
• Evaluation

3 TURNBULL AND RISK

• The recommendations
• Risk management
• Disaster recovery in action
• Preparation
• Safety and the Board
• An increasing legal obligation

4 THE COMBINED CODE

• Combined Code of Corporate Governance
• The detailed requirements
• Sarbanes-Oxley (SOX)
• The EU Good Governance Code
• International Corporate Governance Network (ICGN)

5 REPORTING OUR RESPONSIBILITIES

• The operating and financial (or ‘business’) review
  • Publication
  • Complexity of reporting
• Human Capital Management
• Corporate Social Responsibility (CSR)

• Using society’s resources
• Employee appeal
• Adverse publicity
• The sexual revolution
• Stakeholders
• The pertinent questions

6 THE EMPLOYEE INTERFACE

• Legal requirements
• Employees’ financial involvement
• Works Councils
• Information/Consultation Forums
• The administration
• Elected representatives
• Reporting financial results
• Employee reports
• The future

7 ETHICS, FRAUD AND WHISTLEBLOWING

• Codes of Ethics
• Fraud
• Whistleblowing
  • Course of action
  • Legal actions

Appendices

1 Directors’ familiarization

• Legal obligations
• Finance
• Board work
• Morality
• Accountability
• Employees

2 Draft rules and constitution for a Pre-existing agreement for an Information and Consultation Forum (ICF)

• Background
• Constitution

3 Draft non-executive directors combined contract for service
4 A gift policy
5 Corporate Social Responsibility/Risk Management checklist

• Items the Annual Report could address
• Additional questions for investment trusts
• Further reference

6 Directors assessment
7 Security policy

The author

David Martin FCIS, FCIPD, FIoD has many years’ experience as a listed PLC Company Director and Secretary, consultant and author. For the last 21 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 40 books including The company secretary [The Institute of Chartered secretaries] and The Company Director’s Desktop Guide and Discrimination law and employment issues [Thorogood].

CPD

Thorogood legal reports are accredited by The Solicitors Regulation Authority (CPD reference DVQ/THPU) for continuing professional development as distance learning education.

NB: Solicitors may claim up to 75% (12 hours) of their annual CPD requirement by undertaking distance learning education.

For more information see The Solicitors Regulation Authority

 

Certificate of completion

Upon reading this publication participants are invited to undertake a final assessment in the form of an on-line multiple choice paper. Upon passing, a certificate of completion will be made available to you, which can be included as part of your CPD requirements should you consider it relevant to your professional development needs.