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Creating better boards through codification: Possibilities and limitations in UK corporate governance, 1992--2010

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  • Donald Nordberg
  • Terry McNulty

Abstract

Since the beginnings of the global debate over corporate governance in the early 1990s, academics, practitioners and policymakers have focused on changing boards of directors to improve corporate governance. The financial crisis of 2007--09 arose despite two decades of codification of corporation governance, a process that continues in the light of concern about corporate performance and accountability: codes have not eliminated the problems they set out to address. Analysing the three main versions of the UK code of corporate governance, we see a shifting discourse of ‘structures’ in Cadbury to ‘independence’ under the reforms in 2003, and then in the 2010 iteration towards ‘behaviour’, as the code seeks to improve boards as mechanisms of corporate governance. The evolution in the language and recommendations of the code reveals growing understanding both of the practical challenge of board effectiveness and of the limitations to codification.

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  • Donald Nordberg & Terry McNulty, 2013. "Creating better boards through codification: Possibilities and limitations in UK corporate governance, 1992--2010," Business History, Taylor & Francis Journals, vol. 55(3), pages 348-374, April.
    • Handle: RePEc:taf:bushst:v:55:y:2013:i:3:p:348-374
    DOI: 10.1080/00076791.2012.712964
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    References listed on IDEAS

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    1. April Klein & Emanuel Zur, 2009. "Entrepreneurial Shareholder Activism: Hedge Funds and Other Private Investors," Journal of Finance, American Finance Association, vol. 64(1), pages 187-229, February.
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    1. Rebecca Booth & Donald Nordberg, 2021. "Self or other: directors’ attitudes towards policy initiatives for external board evaluation," International Journal of Disclosure and Governance, Palgrave Macmillan, vol. 18(2), pages 120-135, June.
    2. Harvey, Charles & Maclean, Mairi & Price, Michael, 2020. "Executive remuneration and the limits of disclosure as an instrument of corporate governance," CRITICAL PERSPECTIVES ON ACCOUNTING, Elsevier, vol. 69(C).
    3. Concannon, Margaret & Nordberg, Donald, 2018. "Boards strategizing in liminal spaces: Process and practice, formal and informal," European Management Journal, Elsevier, vol. 36(1), pages 71-82.
    4. John Roberts & Paul Sanderson & David Seidl & Antonije Krivokapic, 2020. "The UK Corporate Governance Code Principle of ‘Comply or Explain’: Understanding Code Compliance as ‘Subjection’," Abacus, Accounting Foundation, University of Sydney, vol. 56(4), pages 602-626, December.

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