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Chapter 3



                             The development of corporate

                             governance codes





                     Report                    Focus                             Outcome

                 Cadbury (1992)       Board of directors          Chairman/CEO role should be split,
                                                                  and Chairman independence
                                                                  necessary

                                      Institutional investors     Need for greater dialogue

                                      Audit and accountability  Good communication and disclosure

                                        Formed part of stock exchange listing rules – comply or
                                                                   explain.

               Greenbury (1995)  Directors' remuneration          Reporting balance between salary
                                                                  and performance


                 Hampel (1998)        Deal with criticisms of     Consolidation in a Combined Code
                                      previous reports

                 Turnbull (1999)      Need for directors to       Framework for establishing systems
                                      review internal control     of internal control
                                      systems and report on
                                      them

                  Higgs (2003)        Role of non-executive       Specific guidelines regarding NEDs
                                      directors (NEDs)            and their role

                  Tyson (2003)        Recruitment and             Additional guidance
                                      development of NEDs

                  Smith (2003)        Auditors and audit          Relationship between auditors and
                                      committee                   the company and the role of the audit
                                                                  committee


                Sir David Walker  Complete review of              The Code was found to be ‘fit for
                & the FRC (2010)  Corporate Governance            purpose’ and the name changed to
                                      following the financial     ‘UK Corporate Governance Code’
                                      crisis 2008 – 2009









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