“…a highly relevant practical guide to the subject…an invaluable hands-on guide…” Journal of Business Law
The new fourth edition of Corporate Governance Handbook is a comprehensive guide to how organisations are directed and controlled. It will provide you with an authoritative explanation of what makes boards and board members effective and what amounts to best practice in corporate governance.
This 'must-have' reference book contains advice, checklists and sample approaches to enable you not only to understand but to implement contemporary corporate governance best practices.
Essential updates and new content
Since the third edition appeared in 2005 there has been a consolidation of what is regarded as best practice in corporate governance. This completely revised fourth edition covers these changes in detail. It also contains an abundance of new content, including:
- New Foreword by Professor Lord Smith of Clifton
- Six completely updated chapters on remuneration
- Eight completely new chapters on audit committees
- New chapter on the corporate governance aspects of the UK's 2006 Companies Act
- New contributions by Sir Adrian Cadbury, Professor Bob Garratt and others
- New chapter on resigning a directorship
- New chapter on the corporate governance of private equity and hedge funds
- New chapter on narrative reporting
- Valuable appendices including an extensive completely updated directory of corporate governance websites
New user-friendly layout
The new edition has been rearranged into the following sections, for ease of reference:
- Effective Boards and Directors
- Corporate Governance Best Practice
- Remuneration
- Audit Committees
- Risk Management and Internal Control
- Corporate Social Responsibility and Business Ethics
- External Oversight
- The Corporate Governance Journey
- Public Sector Corporate Governance
You can now access a wealth of practical, expert experience in a logical and user-friendly manner.
This handbook is essential reading for chairmen, directors, company secretaries and anyone with an interest in for-profit, not-for-profit and governmental corporate governance.
Reviews:
This book is now in its fourth edition. In developing the handbook, the author has taken the general approach to regard the board as being at the heart of corporate governance, so that corporate governance is concerned with both the accountability of the board to the stakeholders and the latter’s exercise of external control. The book also emphasises corporate governance in relation to public companies.
Corporate Governance Handbook is divided into 10 parts. Part A is concerned with effective boards and directors. It looks at the importance of quality information for the board; schedule of matters reserved for the board; delegation of authority guidelines; tracking shareholder value; the role of the company secretary in plcs; and board effectiveness reviews. There is a useful chapter on being a director; the qualifications required to be a director; joining the board; the issue of “independence”; resigning a directorship and practical implications; board committees and deciding which committees to join; board policies and policy statements.
Part B deals with corporate governance best practice with a definition of “corporate governance” and “the board”; the role of non-executive directors; the 2006 Combined Code including background to the Code with a review of Turnbull and Higgs. It also looks at suggestions for good practice from the Higgs Report. An interesting chapter concerns an analysis of corporate governance under the Companies Act 2006 with a consideration of the codification of directors’ duties. This chapter is slightly disappointing as a detailed analysis of the section of codification of directors’ duties would have been required. Part B also considers the international dimensions.
Part C addresses the issue of remuneration. It looks at remuneration packages; the remuneration disclosure requirements; best practice guidance; the remuneration committee including its role; total remuneration package; and communicating directors’ pay.
Part D addresses audit committees with chapters on the audit committee responsibilities; conduct of audit committee business; audit committees and the Sarbanes-Oxley Act in the United Kingdom; and the role of risk management vis-à-vis audit committees.
Part E looks at risk management and internal control and its relationship to internal audit; the reporting of internal control and the Turnbull Report; and fraud.
Part F considers corporate social responsibility and business ethics. It examines the concept also in relation to the environment; the relationship between corporate governance and corporate social responsibility is also examined.
Part G addresses the issue of external oversight with respect of external control; external audit; stakeholders and reputational management; and narrative reporting.
Part H considers the corporate governance journey with a brief analysis of corporate governance history; UK corporate governance listing requirements; laws and codes of best practice; and the various committees charged to examine corporate governance in the United Kingdom. It would have been more logical to have placed this as the first section in the book rather than in the middle of the book.
Part J concerns public sector corporate governance with a consideration of corporate governance in Whitehall and Westminster; the Nolan Principles; and other public sectors...
Dr Saleem Sheikh
Solicitor, Visiting Senior Research Fellow
University of East London
LCCLR 2008
