UKCorporateGovernanceCode英国公司管理系统治理准则.doc

UK Corporate Governance CodeFrom Wikipedia, the free encyclopediaJump to: navigation, searchThe UK Corporate Governance Code 2010 (from here on referred to as "the Code") is a set of principles of good corporate governance aimed at panies listed on the London Stock Exchange. It is overseen by the Financial Reporting Council and its importance derives from the Financial Services Authority's Listing Rules. The Listing Rules themselves are given statutory authority under the Financial Services and Markets Act 20001 and require that public listed panies disclose how they have plied with the code, and explain where they have not applied the code - in what the code refers to as 'ply or explain'.2 Private panies are also encouraged to conform; however there is no requirement for disclosure of pliance in private pany accounts. The Code adopts a principles-based approach in the sense that it provides general guidelines of best practice. This contrasts with a rules-based approach which rigidly defines exact provisions that must be adhered to.Contents hide · 1 Origins· 2 Contentso 2.1 Schedules· 3 Code pliance?· 4 See also· 5 Notes· 6 References· 7 External linksedit OriginsThe Code is essentially a consolidation and refinement of a number of different reports and codes concerning opinions on good corporate governance. The first step on the road to the initial iteration of the code was the publication of the Cadbury Report in 1992. Produced by a mittee chaired by Sir Adrian Cadbury, the Report was a response to major corporate scandals associated with governance failures in the UK. The mittee was formed in 1991 after Polly Peck, a major UK pany, went insolvent after years of falsifying financial reports. Initially limited to preventing financial fraud, when BCCI and Robert Maxwell scandals took place, Cadbury's remit was expanded to corporate governance generally. Hence the final report covered financial, auditing and corporate governance matters, and made the following three basic remendations:· the CEO and Chairman of panies should be separated · boards should have at least three non-executive directors, two of whom should have no financial or personal ties to executives · each board should have an audit mittee posed of non-executive directors These remendations were initially highly controversial, although they did no more than reflect the contemporary "best practice", and urged that these practices be spread across listed panies. At the same time it was emphasised by Cadbury that there was no such thing as "one size fits all".3 In 1994, the principles were appended to the Listing Rules of the London Stock Exchange, and it was stipulated that panies need not ply with the principles, but had to explain to the stock market why not if they did not.Before long, a further mittee chaired by chairman of Marks & SpencerSir Richard Greenbury was set up as a 'study group' on executive pensation. It responded to public anger, and some vague statements by the Prime Minister John Major that regulation might be necessary, over spiralling executive pay, particularly in public utilities that had been privatised. In 1996 the Greenbury Report was published. This remended some further changes to the existing principles in the Cadbury Code:· each board should have a remuneration mittee posed without executive directors, but possibly the chairman · directors should have long term performance related pay, which should be disclosed in the pany accounts and contracts renewable each year Greenbury remended that progress be reviewed every three years and so in 1998 Sir Ronald Hampel, who was chairman and managing director of ICI plc, chaired a third mittee. The ensuing Hampel Report suggested that all the Cadbury and Greenbury principles be consolidated into a "bined Code". It added that,· the Chairman of the board should be seen as the "leader" of the non-executive directors · institutional investors should consider voting the shares they held at meetings, though rejected pulsory voting · all kinds of remuneration including pensions should be disclosed. It rejected the idea that had been touted that the UK should follow the German two-tier board structure, or reforms in the EU Draft Fifth Directive on pany Law.4 A further mini-report was produced the following year by the Turnbull mittee which remended directors be responsible for internal financial and auditing controls. A number of other reports were issued through the next decade, particularly including the Higgs review, from Derek Higgs focusing on what non-executive directors should do, and responding to the problems thrown up by the collapse of Enron in the US. Paul Myners also pleted two major reviews of the role of institutional investors for the Treasury, whose principles were also found in the bined Code. Shortly following the collapse of Northern Rock and the Financial Crisis, the Walker Review produced a report focused on the banking industry, but also with remendations for all panies.5 In 2010, a new Stewardship Code was issued by the Financial Reporting Council, along with a new version of the UK Corporate Governance Code, hence separating the issues from one another.edit ContentsSection A: LeadershipEvery pany should be headed by an effective board which is collectively responsible for the long-term success of the pany.There should be a clear division of responsibilities at the head of the pany between the running of the board and the executive responsibility for the running of the panys business. No one individual should have unfettered powers of decision.The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role.As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy.Section B: EffectivenessThe board and its mittees should have the appropriate balance of skills, experience, independence and knowledge of the pany to enable them to discharge their respective duties and responsibilities effectively.There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board.All directors should be able to allocate sufficient time to the pany to discharge their responsibilities effectively.All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge.The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. The board should undertake a formal and rigorous annual evaluation of its own performance and that of its mittees and individual directors.All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.Section C: AccountabilityThe board should present a balanced and understandable assessment of the panys position and prospects.The board is responsible for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems.The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting and risk management and internal control principles and for maintaining an appropriate relationship with the panys auditor.Section D: RemunerationLevels of remuneration should be sufficient to attract, retain and motivate directors of the quality required to run the pany successfully, but a pany should avoid paying more than is necessary for this purpose. A significant proportion of executive directors remuneration should be structured so as to link rewards to corporate and individual performance.There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration.Section E: Relations with ShareholdersThere should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place.The board should use the AGM to municate with investors and to encourage their participation.edit SchedulesSchedule A Provisions on the design of performance related remuneration This goes into more detail about the problem of director pay.Schedule B Disclosure of corporate governance arrangements This sets out a checklist of which duties must be plied with (or explained) under Listing Rule 9.8.6. It makes clear what obligations there are, and that everything should be posted on the pany's website.edit Code pliance?In its 2007 response to a Financial Reporting Council consulation paper in July 2007 Pensions & Investment Research Consultants Ltd (a mercial proxy advisory service) reported that only 33% of listed panies were fully pliant with all of the Codes provisions.6 Spread over all the rules, this is not necessarily a poor response, and indications are that pliance has been climbing. PIRC maintains that poor pliance correlates to poor business performance, and at any rate a key provision such as separating the CEO from the Chair had an 88.4% pliance rate.The question thrown up by the Code's approach is the tension between wanting to maintain "flexibility" and achieve consistency. The tension is between an aversion to "one size fits all" solutions, which may not be right for everyone, and practices which are in general agreement to be tried, tested and successful.7 If panies find that non-pliance works for them, and shareholders agree, they will not be punished by an exodus of investors. So the chief method for accountability is meant to be through the market, rather than through law.An additional reason for a Code, was the original concern of the Cadbury Report, that panies faced with minimum standards in law would ply merely with the letter and not the spirit of the rules.8The Financial Services Authority has recentlywhen? proposed to abandon a requirement to state pliance with the principles (under LR 9.8.6(5), rather than the rules in detail themselves.edit See also· Corporate Governance· Corporate Social Responsibility· Stewardship Code· OECD Principles of Corporate Governance 2004· Deutsche Corporate Governance Codex (online) pany reform reports · Wrenbury mittee (1918) (concerned with "alien shareholders" and key industries) · Greene mittee (1926) Report of the pany Law Amendment mittee (Cmnd 2657, 1926) · Cohen mittee (1945) · Jenkins mittee (1962) · Alan Bullock (1977) Report of the mittee of inquiry on industrial democracy, on worker codetermination · Cork Report, Insolvency Law and Practice, Report of the Review mittee (1982) (Cmnd 8558) · Cadbury Report (1992), Financial Aspects of Corporate Governance, on corporate governance generally. Pdf file here· Greenbury Report (1995) Directors' Remuneration, Report of the Study Group Pdf here· Hampel Report (1998), Review of corporate governance since Cadbury, here and online with the EGCI here· Turnbull Report (1999) on internal controls to ensure good financial reporting · Myners Report (2001), Institutional Investment in the United Kingdom: A Review on institutional investors, Pdf file here and Review of Progress Report here· Higgs Report (2003) Review of the role and effectiveness of non-executive directors. Pdf here· Smith Report (2003) on auditors. Pdf here· Myners Review (2004) Myners principles for institutional investment decision-making: review of progress.pdf here· Walker Review (2009) in response to the financial crisis, and focusing on institutional investors, .pdf documentedit Notes1. Financial Services and Markets Act 2000s 2(4)(a) and generally Part VI2. Listing Rule 9.8.6(6)3. See generally, V Finch, 'Board Performance and Cadbury on Corporate Governance' 1992 Journal of Business Law 5814. See A Dignam, 'A Principled Approach to Self-regulation? The Report of the Hampel mittee on Corporate Governance' 1998 pany Lawyer 1405. David Walker, A review of corporate governance in UK banks and other financial industry entities (2009)6. PIRC, Review of the impact of the bined Code (2007)7. e.g. this humorous grumbling from a Financial Times columnist8. para 1.10 of the Cadbury Reportedit References· S Arcot and V Bruno, In Letter but not in spirit: An Analysis of Corporate Governance in the UK (2006) SSRN· S Arcot and V Bruno, 'One Size Does Not Fit All, After All: Evidence from Corporate Governance' (2007) SSRN· A Dignam, 'A Principled Approach to Self-regulation? The Report of the Hampel mittee on Corporate Governance' 1998 pany Lawyer 140 edit External links· Full text UK Corporate Governance Code 2010· Full text of the bined Code 2008· Full text of the bined code 2006· Full text of the bined code 2003· The Financial Services Authority Listing Rulesonline and in pdf format, under which there is an obligation to ply with the bined Code, or explain why it is not plied with, under LR 9.8.6(6). · The Financial Reporting Council's websiteRetrieved from ""