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Sealy & Worthington's Text, Cases, and Materials in Company Law

Sealy & Worthington's Text, Cases, and Materials in Company Law (12th edn)

Sarah Worthington and Sinéad Agnew
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date: 27 September 2023

p. 3277. Directors’ Dutieslocked

p. 3277. Directors’ Dutieslocked

  • Sarah WorthingtonSarah WorthingtonDowning Professor of the Laws of England and Fellow of Trinity College University of Cambridge Academic Member, South Square, Gray’s Inn
  •  and Sinéad AgnewSinéad AgnewCatherine Seville Assistant Professor in Law and Fellow of Newnham College University of Cambridge Associate Member of Serle Court, Lincoln’s Inn


This chapter discusses the scope of corporate governance as a means of mitigating the ‘agency problems’ arising from centralised management. It covers: the Financial Reporting Council and the UK Corporate Governance Code and its extension to other companies; the Stewardship Code for listed companies and further related governance codes; narrative reporting forms; the role of the company secretary; directors’ service contracts; the remuneration of directors; and statutory reforms to deal with directors’ remuneration.

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