The new edition will focus on the governance of Smaller Quoted Companies, including those aspiring to enter the FTSE-250. Where relevant the application of sound governance principles to private companies will also be explained.
Beginning with a director’s view of UK corporate governance, subsequent chapters cover the duties of directors, nonexecutive directors, boards and their effectiveness, and finally the link between governance and shareholders.
YOU GET:
- Practical corporate governance help for directors.
- Application of 2012 UK Corporate Governance Code with
helpful comments.
- Guidance notes for chairmen, non-executive directors, and
company secretaries
- Detailed treatment of Section 172 (duty to promote the
success of the company) of the 2006 Companies Act.
- Appendices with website references for easy access
WHATS NEW?
- Greater emphasis on people in governance - their skills,
values, behaviours and decision making.
- Case Studies covering non-executives, board
effectiveness, corporate governance reporting and
engagement with shareholders, and terms of reference
for audit, remuneration and nomination committees.
- Updated examination of the relationship between
company boards and their shareholders.
- Compendium of chapter summaries for easy reference
- A look into the future for governance of smaller quoted
companies.
This will be an invaluable book for all directors, company secretaries, investors, accountants and lawyers. It will also be of use to participants on university or business school executive post-graduate education programmes, as well as of interest to public policy makers and regulators.
PREFACE
This book, now in its second edition, is written particularly for directors of smaller quoted companies, that is those outside the FTSE-350 and on the Main List of the London Stock Exchange. It is also relevant to directors of companies with aspirations to join the Main List or the FTSE-250, and perhaps to go on and become major global corporations as members of the FTSE-100 index.
At the same time, the book contains information useful to company advisers and those in business education as academic staff or student.
It is, nevertheless, written from the perspective and to meet the needs of directors and financiers of smaller quoted companies. This is important for, whilst the UK Corporate Governance Code is taken as a guide to good governance, the emphasis is on its practical use so as not to get in the way of commercial reality. Furthermore, the book does not purport to replicate the work of corporate advisers, particularly lawyers and accountants. Both are rightly regarded as sources of expert technical advice in their respective fields.
The focus of this book is the context for and practical application of governance principles, and presumes that advice from lawyers and accountants will be sought in the appropriate circumstances.
The most striking and important development in corporate governance over the last twenty years, since the first Code, the Cadbury Code named after its author Sir Adrian Cadbury, was launched in 1992, is a dawning realisation that governance, at its core, is all about roles and behaviours. In a nutshell, governance is about people. And so there has been a discernible shift in tone in the several subsequent editions of the Code which reflects this emphasis. From the outset the UK adopted a principles based approach to corporate governance, but it has taken time for this to be realised in practice, and there is still some way to go. Nevertheless, the present Code of 2012 is focussed on principles which are grouped under a series of headings, beginning with leadership. This is absolutely key because governance of an enterprise is ultimately in the hands of the board of directors who have the responsibility for leadership. In this sense governance and leadership are synonymous.
Beginning with a director’s view of UK corporate governance, subsequent chapters cover the duties of directors, non-executive directors, boards and their effectiveness, and finally the link between governance and shareholders. At the end of each chapter is a succinct summary. Closing conclusions on governance of smaller quoted companies takes stock of present day perception and practice, and considers the future.
Corporate governance is about the leadership, management and control of a business. It should be tailored to meet the circumstances of any particular company. “No one size fits all” is a useful mantra for both companies and investors to keep continually in mind. Applying the principles of governance increases the probability of success, profitability and sustainability, and at the same time generates confidence and trust from shareholders to provide the capital for investment and growth. However, it is no guarantee of success in business, but without effective governance business failure is the more likely.
Dr John Mellor
September 2013
