This chapter explains the meaning of good governance and why it is important to uphold the standards of good governance, first discussing the standards of good governance, which include governing in the public interest; governing transparently; respecting the dignity, rights, and interests of individuals; and governing competently. It then turns to the concept and types of accountability, covering political accountability, legal accountability, and administrative accountability and audit.
Book
Alan Dignam and John Lowry
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. Company Law provides an account of the key principles of this area of law. It aims to demystify this complex subject. Chapter introductions provide summaries of various aspects of company law and further reading provide the tools for further research and study. This volume includes coverage of new case law such as Hurstwood Properties (A) Ltd and others v Rossendale Borough Council and another (2021) on veil lifting, Sevilleja Garcia v Marex Financial Ltd (2020), and Primeo Fund v Bank of Bermuda (Cayman) Ltd (2021) on reflective loss; Chu v Lau (2020) on just and equitable winding up in ‘deadlock’ cases; Primekings Holding Ltd v King (2021) on unfair prejudice; Ming Siu Hung v J F Ming Inc (2021) on buy-out orders; Byers v Chen Ninging (2021) on breach of directors’ duties; CPS v Aquila Advisory Ltd (2021) on attribution; together with recent legislation including the Corporate Insolvency and Governance Act 2020; the Economic Crime (Transparency and Enforcement) Act 2022; the Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021; and the Commercial Rent (Coronavirus) Act 2022. On corporate governance, the latest developments surrounding the UK Corporate Governance Code and Stewardship Developments 2020 together with the Wates Corporate Governance Principles for Large Private Companies, the FTSE Women Leaders Report 2022 on gender diversity on boards, and the Parker Review 2022 on ethnic diversity on boards are discussed as well as climate change litigation using s 172 of the Companies Act 2006.
Chapter
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It also discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.
Chapter
This chapter surveys corporate governance. It identifies the key problem of the separation of ownership and control in companies that are not owner-managed. Shareholders are seen as the owners of the company but directors manage the company and can do so for their own benefit rather than the shareholders’. There is a list of the numerous legal controls on directors, which are studied in other chapters. There is discussion of two ways of looking at directors, either as stewards who must account for their actions to the owners or as entrepreneurs whose wealth-creating work deserves reward. The UK Corporate Governance Code, which applies to premium listed companies, is discussed, as are shareholder activism and investor stewardship.
Chapter
This chapter discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It also discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.
Chapter
This chapter surveys corporate governance. It identifies the key problem of the separation of ownership and control in companies that are not owner-managed. Shareholders are seen as the owners of the company but directors manage the company and can do so for their own benefit rather than the shareholders’. There is a list of the numerous legal controls on directors, which are studied in other chapters. There is discussion of two ways of looking at directors, either as stewards who must account for their actions to the owners or as entrepreneurs whose wealth-creating work deserves reward. The UK Corporate Governance Code, which applies to premium listed companies, is discussed, as are shareholder activism and investor stewardship.
Chapter
This chapter discusses the various sources of company law and corporate governance. The main sources of company law are legislation, case law, the constitution of the company, contract, European Union law, and human rights law. Legislation is the principal form of UK company law, with the Companies Act 2006 being the most important piece of company law legislation. However, companies are, to a degree, permitted to create their own internal rules through their constitution. Companies can also create their own law by drafting their own standard terms for use in contracts. Meanwhile, corporate governance best practice principles are found in a series of reports and codes, with the three principal codes being the UK Corporate Governance Code, the Wates Corporate Governance Principles, and the UK Stewardship Code 2020. Both of the codes operate on a comply-or-explain basis, under which certain persons must comply with the code or explain their reasons for non-compliance.
Book
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. Company Law Concentrate helps readers to consolidate knowledge in this area of law. This sixth edition has been fully updated and includes coverage of the 2018 UK Corporate Governance Code, the Wates Corporate Governance Principles, the UK Stewardship Code 2020, the Companies (Miscellaneous Reporting) Regulations 2018, and the reforms proposed following the consultation on insolvency and corporate governance. Case law updates include BAT Industries plc v Sequana SA [2019], Burnden Holdings (UK) Ltd v Fielding [2019], Popely v Popely [2019], and Vedanta Resources plc v Lungowe [2019]. Chapters examine business structures, incorporation, the constitution of the company, directors, members, corporate governance, capital and capital maintenance issues, members’ remedies, and corporate rescue and liquidation.
Chapter
All books in this flagship series contain carefully selected substantial extracts from key cases, legislation, and academic debate, providing students with a stand-alone resource. This chapter introduces the debate over new modes of decision-making and governance in the EU, and provides an account of the apparent shift towards greater use of these over time. The language of ‘new’ forms of governance in the EU refers to the move away from reliance on hierarchical modes towards more flexible modes as the preferred method of governing. A number of examples of new governance instruments and methods are provided, in particular the ‘new approach to harmonization’ and the ‘open method of coordination’. A number of other EU governance reform initiatives related to the new governance debate are also discussed, such as the subsidiarity and proportionality principles, the ‘better regulation’ initiative, and the Commission White Paper on Governance and its follow-up. The UK version contains a further section analysing issues of new governance in relation to the UK post-Brexit.
Chapter
All books in this flagship series contain carefully selected substantial extracts from key cases, legislation, and academic debate, providing students with a stand-alone resource. This chapter introduces the debate over new modes of decision-making and governance in the EU, and provides an account of the apparent shift towards greater use of these over time. The language of ‘new’ forms of governance in the EU refers to the move away from reliance on hierarchical modes towards more flexible modes as the preferred method of governing. A number of examples of new governance instruments and methods are provided, in particular the ‘new approach to harmonization’ and the ‘open method of coordination’. A number of other EU governance reform initiatives related to the new governance debate are also discussed, such as the subsidiarity and proportionality principles, the ‘better regulation’ initiative, and the Commission White Paper on Governance and its follow-up. The UK version contains a further section analysing issues of new governance in relation to the UK post-Brexit.
Book
Alan Dignam and John Lowry
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. Company Law provides an account of the key principles of this area of law. It aims to demystify this complex subject. Chapter introductions provide summaries of various aspects of company law and further reading provide the tools for further research and study. This volume includes coverage of new case law such as Rossendale BC v Hurstwood Properties (A) Ltd [2019] EWCA Civ 364; BTI 2014 LLC v Sequana SA [2019] EWCA Civ 112; Global Corporate Ltd v Hale [2018] EWCA Civ 2618; Parr v Keystone Healthcare Ltd [2019] EWCA Civ 1246; Sevilleja Garcia v Marex Financial Ltd [2018] EWCA Civ 1468; and Re Sprintroom Ltd; Prescott v Potamianos [2019] EWCA Civ 932. On corporate governance the latest developments surrounding the UK Corporate Governance Code and Stewardship Developments 2020 together with Wates Corporate Governance Principles for Large Private Companies are discussed.
Book
Lee Roach
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. Company Law Concentrate helps readers to consolidate knowledge in this area of law. This seventh edition has been fully updated and includes coverage of the Economic Crime and Corporate Transparency Bill/Act 2023, the Law Commission’s review of corporate criminal liability, and the Corporate Insolvency and Governance Act 2023. Case law updates include BTI 2014 LLV v Sequana SA [2022], Okpabi v Royal Dutch Shell plc [2021], Sevilleja v Marex Financial Ltd [2020], and WM Morrison Supermarkets plc v Various Claimants [2020]. Chapters examine business structures, incorporation, the constitution of the company, directors, members, corporate governance, capital and capital maintenance issues, members’ remedies, and corporate rescue and liquidation.
Chapter
This chapter discusses the details of the various obligations on companies that wish to issue and allot shares, provide debentures and charges over the company’s assets, and provide guidance on the maintenance of the company’s finances. It continues from the discussion of the administration of the company to consider the broad issue of corporate governance and identifies how a company may raise capital, while also considering the obligations placed on the directors to protect and maintain the capital of the company for its members. To appreciate the effects of the Companies Act (CA) 2006 on companies, it is important to understand the rules regarding the issuing of shares and granting of debentures to protect the company and the creditors from abuse, and how dividends are to be agreed upon and provided to shareholders.
Chapter
17. Company Law II
Company Officers and Liabilities
This chapter discusses the rules relating to the officers of a company. It considers the meaning of ‘director’ and the position of the Board of Directors. It examines the appointment, retirement, and removal of directors and considers the powers of directors and their authority to act on behalf of the company. The chapter examines the general duties of directors, including the codified duties under the Companies Act 2006, and considers the effect of a breach of those duties. The appointment and the role of a company secretary and company auditors are examined. The chapter concludes with a discussion of the meaning of corporate governance.
Chapter
This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.
Chapter
This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.
Chapter
This chapter discusses the various sources of company law and corporate governance. The main sources of company law are legislation, case law, the constitution of the company, contract, EU law, and human rights law. Legislation is the principal form of UK company law, with the Companies Act 2006 being the most important piece of company law legislation. However, companies are, to a degree, permitted to create their own internal rules through their constitution. Companies can also create their own law by drafting their own standard terms for use in contracts. Meanwhile, corporate governance best practice recommendations are found in a series of reports and codes, with the two principal codes being the UK Corporate Governance Code and the UK Stewardship Code. Both codes operate on a comply-or-explain basis, under which certain persons must comply with the code or explain their reasons for non-compliance.
Chapter
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015) aimed at bolstering the disqualification regime.
Chapter
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter explores the corporate governance debate in the UK in terms of industry and the government. After presenting the background to the UK debate, it considers UK corporate theory and the industry and government responses to the corporate governance debate. It then examines the Sarbanes-Oxley Act that became law in the USA in July 2002; the UK Government’s independent review of non-executive directors (the Higgs Review); the link between corporate governance failure and the 2008 financial crisis; and it outlines a number of corporate governance reforms that have been adopted between 2009 and 2020 including the UK Government Corporate Governance Reform programme and the latest developments in the UK Corporate Governance Code.
Chapter
Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015 and the Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021) aimed at bolstering the disqualification regime.
