Corporate Governance Handbook, 4th edition

Authors: Bernadette Barber, Barbara Allen

Published: July 2017 | ISBN: 9781860727122

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The focus of corporate governance thinking at the current time emphasises, perhaps more than ever before, the importance of defining and promoting a healthy corporate culture and of recognising and responding to the needs of a wide range of stakeholders. Boards are increasingly expected to look beyond narrowly defined indicators of success in order to create a sustainable organisation that is aware of, and takes responsibility for, all the impacts of it activities.

This new edition of the Corporate Governance Handbook delves deeper than before into such issues in order to guide boards as they attempt to find an appropriate balance between more traditional financial considerations and other factors that may influence their decision making.  In particular, the updates made have addressed:

• changes to the UK Listing Rules
• amendments to the UK Corporate Governance Code and associated Guidance
• the introduction of new Market Abuse Regulation
• recent reports on the wider board diversity debate
• the Government’s Green Paper on Corporate Governance Reform
• the introduction of new narrative reporting requirements including those on gender pay gap and modern slavery.

The Handbook provides full explanations of the statutory and regulatory regime applicable to listed companies but also, for the first time, addresses how governance best practice might be applied by private companies, including subsidiaries, and sets out some of the matters that should be given consideration when preparing for an initial public offering.

Contents

Part One: Governance Context and Framework

1. Introduction and background
2. The regulatory framework

Part Two: The Board’s Role and Directors’ Responsibilities

3. The board’s structure and its committees
4. Directors’ duties and liabilities

Part Three: External Perspectives on Effective Governance

5. Shareholder activism and investor relations
6. Corporate social responsibility
7. Audits, accounts and financial statements
8. Narrative reporting

Part Four: The Effective Board and its Officers

9. Maintaining an effective board
10. Effective internal control and risk management
11. The chairman of the board
12. Executive directors
13. Non-executive directors
14. Company secretary

Part Five: Governance in Practice

15. Governance of listed companies
16. Governance of private companies