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Can the Non‐executive Director be an Effective Gatekeeper? The Possible Development of a Legal Framework of Accountability

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  • James Kirkbride
  • Steve Letza

Abstract

In the UK there has been a recent debate over the role of the independent non‐executive director, with that debate resulting in changes to a revised Code applicable to companies reporting after 1 November, 2003. This article reflects on an aspect of the proposed changes that was ignored, namely changes to the legal duties and liabilities of non‐executive directors. This appears to have been a missed opportunity in seeking to enhance the effectiveness of independent non‐executives and their contributions to enhancing corporate governance. This paper considers enhancing the governance role of non‐executive directors by introducing “gatekeeper liability”.

Suggested Citation

  • James Kirkbride & Steve Letza, 2005. "Can the Non‐executive Director be an Effective Gatekeeper? The Possible Development of a Legal Framework of Accountability," Corporate Governance: An International Review, Wiley Blackwell, vol. 13(4), pages 542-550, July.
    • Handle: RePEc:bla:corgov:v:13:y:2005:i:4:p:542-550
    DOI: 10.1111/j.1467-8683.2005.00448.x
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    1. Cheffins, Brian R., 1997. "Company Law: Theory, Structure and Operation," OUP Catalogue, Oxford University Press, number 9780198764694.
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    Cited by:

    1. Niamh M. Brennan & Jill Solomon, 2008. "Corporate governance, accountability and mechanisms of accountability: an overview," Accounting, Auditing & Accountability Journal, Emerald Group Publishing Limited, vol. 21(7), pages 885-906, September.
    2. Guest, Paul M., 2008. "The determinants of board size and composition: Evidence from the UK," Journal of Corporate Finance, Elsevier, vol. 14(1), pages 51-72, February.

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