Practical Guide to Corporate Governance, A

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This book presents a practical guide to corporate governance best practice as it applies to publicly quoted and some private companies, as well as the public and not-for-profit sectors. With contributions from a number of leading experts in their fields, the fifth edition gives a straightforward account of governance law, regulations and practice, and the background to this, for in-house counsel and corporate lawyers, as well as company secretaries, accountants, and others working or interested in the world of governance in all its aspects.

It is introduced by a preface from Lord Harrison of Chester, Vice Chairman of the All Party Parliamentary Corporate Governance Group.

• Explains the law relating to corporate governance, what it entails, what the requirements are for compliance, and what constitutes best practice
• Sets out the framework of the EU agenda on corporate governance
• Looks at how the board operates and goes through the rules governing board meetings, the legal and regulatory issues concerning directors’ remuneration and the topic of diversity at board level
Looks at the issues for governance in small and medium-size companies
• Details public companies’ financial reporting and the internal and external audit process and the role of the audit committee
• Examines the current UK regime for directors’ remuneration and explains the remuneration package
• Explains the legal and regulatory framework in the UK and discusses the roles of the new UK regulatory authorities under the Financial Services Act 2012
• Considers practical issues concerning risk management and internal control
• Reviews the world of D&O insurance in the context of governance
• Covers shareholder relations as a major driver of corporate governance
• Clarifies the rules affecting reporting to and communicating with shareholders, their rights and conduct of the AGM
• Tackles institutional shareholder activism
• Addresses corporate social responsibilities
• Identifies the special cases of the public and voluntary sectors, and of pension funds
• Includes coverage of US law and regulation affecting UK businesses with US interests
• Takes into account the development of the UK Corporate Governance Code and the establishment of the separate UK Stewardship Code, the Walker review on corporate governance in the banking sector, the amendment of the Companies Act 2006 by the Shareholders’ Rights Regulations
• Examines in detail key guidelines and legislation and contains references and links to a full range of sources and materials giving depth to its coverage
• Looks at the duties and personal liabilities of directors, including the role of the chairman and non-executive directors, and their remuneration
• Provides a reference and a day-to-day practical guide to the challenges and hurdles around modern corporate governance
• Offers a source of primary interest when advising clients or participating in corporate affairs themselves

• Definition, Background, Development and Purpose of Corporate Governance
• The Legal and Regulatory Regime in the UK
• The Legislative Environment for Corporate Governance in the EU
• The Governance of Banks and other Financial Institutions
• Delivering Proportionate and Effective Governance to Small and Medium-Size Quoted Companies
• The Board: its Role, Structure and Composition
• Directors: their duties and other legal issues
• The Effective Board: board meetings, decision making and other considerations
• Diversity
• The Chairman
• The Non-executive director
• The Company Secretary
• Board meetings - the basic rules
• Board Evaluations
• External audit, Internal audit and the Audit Committee
• Directors’ Remuneration
• Practical risk management
• D&O insurance
• Corporate Social Responsibility
• Communicating with shareholders: legal and regulatory framework, and the annual report
• Narrative reporting
• Financial reporting
• The Annual General Meeting
• Stewardship and Shareholder Activism - part 1
• Stewardship and Shareholder Activism - part 2 : case study
• Companies and their Owners - how they Engage: a historical and personal perspective
• Public Sector Governance
• The Voluntary and Community Sector
• Governance in the NHS
• Pension Funds (and Governance of Fund Managers)
• US Corporate Governance: an Overview of Key Requirements for Foreign Private Issuers
• Appendices

Mark Cardale worked as a tax accountant with Thomson McLintock (now part of KPMG) before qualifying as a barrister. Mark then trained as a solicitor at Slaughter and May, where he worked for twenty two years. Here he specialised in corporate finance and acted for a variety of companies and financial institutions, large and small, in the domestic and international spheres. Mark worked as Senior Resident Lawyer at Slaughter and May in New York for over six years, where he first became interested in corporate governance.

After working on a project relating to Enron on his return to London he subsequently became a partner at Kerman & Co LLP and was Co-head of their AIM group. In 2011 he qualified as an Associate of the Institute of Chartered Secretaries and Administrators. Mark has published articles in a variety of publications and has also been an Associate Editor of PLC Magazine.

“This book clearly fulfils its mission: to distil the disparate codes, reports and guidelines on UK corporate governance into a readable, one-volume treatise that would serve as a useful reference work for company secretaries, legal practitioners and others”

Professor James Fanto, Brooklyn Law School