Chapter 6 Further reading

J Charkham, Keeping Better Company: Corporate Governance Ten Years On (OUP 2005).

Provides an account of the corporate governance systems of the UK, Germany, Japan, France and the USA.

K Keasey, S Thompson & M Wright (eds), Corporate Governance: Accountability, Enterprise and International Comparisons (Wiley 2005).

Contains a series of essays that focus on prominent corporate governance topics. Particular attention should be paid to chs 2 (corporate governance codes), 4 (institutional investors), 5 (non-executive directors), and 6-7 (directors’ remuneration).

D Kershaw, Company Law in Context: Text and Materials (2^nd edn, OUP 2012) ch 8.

An excellent chapter that provides a discussion of the prominent issues relating to directors’ remuneration.

CA Mallin, Corporate Governance (6^th edn, OUP 2018) chs 2, 6, 8 and 9.

J Solomon, Corporate Governance and Accountability (5^th edn, Wiley 2020) chs 3, 4 and 5.

Both of these texts provide a clear and accessible account of the corporate governance issues discussed in this chapter.

R Bender, ‘Paying for Advice: The Role of the Remuneration Consultant in UK Listed Companies’ (2011) 64 Vand L Rev 361

Discusses the role of remuneration consultants in setting directors’ remuneration.

BR Cheffins, ‘The Undermining of UK Corporate Governance(?)’ (2013) 22 OJLS 503

Discusses how the prevalence of overseas investors has affected the UK corporate governance system.

E Hellinx, ‘Steeplechase in the Boardroom: The Obstacles for Non-Executive Directors to Fulfil their Role in Public Companies’ (2017) 38 Co Law 15.

Discusses the difficulties that may prevent NEDFs from fulfilling their governance role in the company.

A Keay, ‘Comply or Explain in Corporate Governance Codes: In Need of Greater Regulatory Oversight?’ (2014) 34 LS 279

Discusses whether corporate governance enforcement should be left to the members rather than a regulatory body.

E Ndzi, ‘UK Shareholder Voting on Directors’ Remuneration: Has the Binding Vote Made Any Difference? (2017) 38 Co Law 139.

Argues that the introduction of the binging vote on directors’ remuneration has not had a notable impact on director remuneration.

M Petrin, ‘Executive Compensation in the UK: Past, Present, and Future’ (2015) 36 Co Law 196

Discusses the UK’s approach to regulating directors’ pay.

BV Reddy, ‘Thinking Outside the Box – Eliminating the Perniciousness of Box-Ticking in the New Corporate Governance Code’ (2019) 82 MLR 692

Discusses whether the 2018 UK Corporate Governance Code discourages a box-ticking approach.

WG Ringe, ‘Independent Directors: After the Crisis’ (2013) 14 EBOLR 401

Discusses the concept of director independence and argues that, following the financial crisis, a new test of independence is required.

B Cheffins, ‘The Stewardship Code’s Achilles’ Heel’ (2010) 73 MLR 1004.

L Roach, ‘The UK Stewardship Code’ (2011) 11 JCLS 463.

Both of these articles discuss the UK Stewardship Code and argue that the Code’s effect will be modest at best.

FRC, ‘The UK Corporate Governance Code’ (FRC 2018)

Lays down governance Principles and Provisions for premium listed companies.

FRC, ‘Guidance on Board Effectiveness’ (FRC 2018)

Provides more detailed guidance on the Principles and Provisions found in the UK Corporate Governance Code.

FRC, ‘The Wates Corporate Governance Principles for Large Private Companies’ (FRC 2018)

Establishes governance principles for larger private companies and other companies not subject to the UK Corporate Governance Code.

FRC, ‘The Wates Corporate Governance Principles for Large Private Companies: The Extent, Coverage and Quality of Corporate Reporting’ (FRC 2022)

Analyses the quality of the reports submitted by signatories to the Wates Principles

FRC, ‘The UK Stewardship Code 2020’ (FRC 2019)

Contains recommendations in relation to the role and activities of institutional investors.

FRC, ‘Review of Stewardship Reporting 2022’ (FRC 2022)

Examines the quality of Stewardship Reports published by signatories to the UK Stewardship Code

Grant Thornton, ‘Corporate Governance Review 2022’ (Grant Thornton, 20122).

Provides statistics and commentary on the extent to which FTSE 350 companies comply with the UK Corporate Governance Code.

P Myners, ‘Institutional Investment in the United Kingdom: A Review’ (HM Treasury 2001)

The Myners Report provides an extremely detailed analysis of the role of institutional investors.

D Higgs, ‘Review of the Role and Effectiveness of Non-Executive Directors’ (DTI 2003)

The Higgs Report discusses the role and effectiveness of non-executive directors. A number of the recommendations made in the report have been implemented by the UK Corporate Governance Code.

https://www.frc.org.uk/directors/corporate-governance/uk-corporate-governance-code

The FRC’s website that contains information relating to the UK Corporate Governance Code

https://ecgi.global/content/codes

From this website, you can access corporate governance codes and reports from many countries, including UK reports and codes that are no longer published (e.g. the Cadbury Report).