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A typology for exploring the quality of explanations for non-compliance with UK corporate governance regulations

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  • Philip J. Shrives
  • Niamh Brennan

Abstract

Companies not complying with the UK Corporate Governance Code are required to provide explanations for non-compliance. This is the capstone of the 'comply-or-explain' system. There are no regulations about the content of those explanations, leaving shareholders and others to judge their appropriateness. The study develops a typology to assess the quality of corporate governance explanations for non-compliance of UK FTSE 350 companies based on seven quality characteristics. Code breaches generating the non-compliance explanations for analysis are identified for two accounting periods (2004/5 and 2011/12) relating to the 2003 and 2010 Codes (data for 2011/12 in brackets). There were 204 (125) non-compliant companies, 537 (253) Code breaches and 438 (208) explanations for non-compliance, an average of 2.6 (2.0) Code breaches and 2.2 (1.7) explanations per non-compliant company. Although compliance increased over the period examined, explanations were found to be of variable quality. Results suggest that companies need to improve the quality of their explanations if they are to be useful to users, notably location, complexity and specificity of explanations. There are also important questions raised about the work of auditors and their apparent silence. Companies are being encouraged to move towards compliance. We argue that this is against the 'comply-or-explain' philosophy which accepts that ‘one size does not fit all. Better quality of explanation is more important than compliance and thus companies may be unwittingly heading in the wrong direction.

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  • Philip J. Shrives & Niamh Brennan, 2015. "A typology for exploring the quality of explanations for non-compliance with UK corporate governance regulations," Open Access publications 10197/7419, Research Repository, University College Dublin.
    • Handle: RePEc:rru:oapubs:10197/7419
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    Cited by:

    1. Koładkiewicz Izabela, 2017. "The Quality of Explanations for Deviation from Principles of Corporate Governance. An Introduction," Journal of Management and Business Administration. Central Europe, Sciendo, vol. 25(3), pages 34-54, September.
    2. Areneke, Geofry & Adegbite, Emmanuel & Tunyi, Abongeh, 2022. "Transfer of corporate governance practices into weak emerging market environments by foreign institutional investors," International Business Review, Elsevier, vol. 31(5).
    3. Leona Achtenhagen & Petra Inwinkl & Jacob Björktorp & Robert Källenius, 2018. "More than two decades after the Cadbury Report: How far has Sweden, as role model for corporate-governance practices, come?," International Journal of Disclosure and Governance, Palgrave Macmillan, vol. 15(4), pages 235-251, November.
    4. Rose, Caspar, 2016. "Firm performance and comply or explain disclosure in corporate governance," European Management Journal, Elsevier, vol. 34(3), pages 202-222.
    5. Maria Aluchna & Tomasz Kuszewski, 2022. "Responses to corporate governance code: evidence from a longitudinal study," Review of Managerial Science, Springer, vol. 16(6), pages 1945-1978, August.
    6. Brennan, Niamh M. & Edgar, Victoria C. & Power, Sean Bradley, 2022. "COVID-19 profit warnings: Delivering bad news in a time of crisis," The British Accounting Review, Elsevier, vol. 54(2).
    7. Maria Aluchna & Tomasz Kuszewski, 2020. "Does Corporate Governance Compliance Increase Company Value? Evidence from the Best Practice of the Board," JRFM, MDPI, vol. 13(10), pages 1-21, October.
    8. Franklin Nakpodia & Emmanuel Adegbite & Kenneth Amaeshi & Akintola Owolabi, 2018. "Neither Principles Nor Rules: Making Corporate Governance Work in Sub-Saharan Africa," Journal of Business Ethics, Springer, vol. 151(2), pages 391-408, August.
    9. 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.
    10. Daniela Venanzi, 2023. "La corporate governance delle banche italiane: e' tutto oro quello che luccica? (Corporate governance of Italian banks: not all that glitters is gold)," Moneta e Credito, Economia civile, vol. 76(302), pages 113-132.
    11. Peter J Baldacchino & Claire Vella & Simon Grima, 2019. "The Corporate Governance Code and Compliance by Maltese Listed Companies," International Journal of Economics & Business Administration (IJEBA), International Journal of Economics & Business Administration (IJEBA), vol. 0(2), pages 71-90.
    12. Shrives, Philip J. & Brennan, Niamh M., 2017. "Explanations for corporate governance non-compliance: A rhetorical analysis," CRITICAL PERSPECTIVES ON ACCOUNTING, Elsevier, vol. 49(C), pages 31-56.

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    Keywords

    Corporate governance; Comply-or-explain; Non-compliance; Explanation; Quality of explanations; Typology;
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