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1、UK Corporate Governance CodeFrom Wikipedia, the free en cyclopedia Jump to: navigation , searchThe UK Corporate Governance Code 2010 (from here on referred to as "the Code") is a set of prin ciples of goodcorporate gover nance aimed atcompanies listed on the London Stock Exchange . It is o

2、verseen by the Financial Reporting Council and its importanee derives from the Financial Services Authority 's Listing Rules . The Listing Rules themselves are give n statutory authority un der theFinan cial Services and Markets Act2000 and require that public listed compa nies disclose how they

3、 have complied with the code, and expla in where theyhave not applied the code-in what the code refers to as 'comply or expla in'.旦 Private compa niesare also en couraged to conform; however there is no requireme nt for disclosure of complia nee in private compa ny acco un ts. The Code adopt

4、s a prin ciples-based approach in the sense that it provides gen eral guideli nes of best practice. This con trasts with a rules-based approach which rigidly defi nes exact provisi ons that must be adhered to.Con te ntshide* 1 Origi ns* 2 Con te ntso 2.1 Schedules* 3 Code complia nee?* 4 See also

5、71; 5 Notes* 6 Refere nces* 7 Exter nal li nksedit OriginsThe Code is essentially a consolidation and refinement of a number of differe nt 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 theCad

6、bury Report in 1992. Produced by acommittee chaired by Sir Adrian Cadbury, the Report was a response to major corporate sca ndals associated with gover nance failures in the UK. The committee was formed in 1991 afterPolly Peck , a major UK company, wentin solve nt after years of falsifyi ngfinan cia

7、l reports. In itially limitedto preventing financialfraud, whenBCCIand Robert Maxwell seandals tookplace, Cadbury's remit was expa nded to corporate gover nance gen erally.Hence the final report covered financial, auditing and corporategover nance matters, and made the followi ng three basic rec

8、omme ndati ons:« the CEO and Chairma n of compa nies should be separated« boards should have at least three non-executive directors, two of whom should have no finan cial or pers onal ties to executives« each board should have an audit committee composedof non-executive directorsThese

9、 recomme ndati ons were in itiallyhighly con troversial, although theydid no more tha n reflect the con temporary "best practice", and urged that these practices be spread across listed compa ni es. At the same time it was emphasised by Cadbury that there was no such thi ng as "one si

10、ze fits all". 旦 In 1994, the principleswere appended to the Listing Rules of theLondon Stock Exchange , and it was stipulated that companies need not comply with the prin ciples, but had to expla in to the stock market why not if they did not.Before long, a further committee chaired by chairma

11、n ofMarks & Spen cerSir Richard Gree nbury was set up as a 'study group' onexecutivecompe nsati on . It resp on ded to public an ger, and some vague stateme nts by the Prime Minister John Major that regulation might be necessary, over spiralling executive pay, particularly in public util

12、ities that had been privatised . In 1996 the Greenbury Report was published. This recommended some further cha nges to the existi ng prin ciples in the Cadbury Code:* each board should have a rem un erati on committee composed without executive directors, but possibly the chairma n* directors should

13、 have long term performa nee related pay, whichshould be disclosed in the compa ny acco unts and con tracts ren ewable each yearGreenbury recommendedthat 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 comm

14、ittee. The ensuing Hampel Report suggested that all the Cadbury and Greenbury principles be consolidated into a "Combined Code". It added that,* the Chairma n of the board should be see n as the "leader" of thenon-executive directors* institutionalinvestors should consider voting

15、 the shares they heldat meeti ngs, though rejected compulsory vot ing* all kinds of rem un erati on in clud ing 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 Compa ny

16、 Law. A further min i-report was produced the followi ng year by the Turn bull Committee which recomme nded directors be responsible for internal financial and auditing controls. A number of other reports were issued through the next decade, particularlyincludingthe Higgs review , from Derek Higgs f

17、ocusing on what non-executive directors should do, and resp onding to the problems throw n up by the collapse of Enron in the US. Paul Myners also completed two major reviews of the role of institutionalinvestors for the Treasury, whose principleswere also found in the Combined Code. Shortly followi

18、ng the collapse of Northern Rock and the Financial Crisis, the Walker Review produced areport focused on the banking industry,but also with recommendations forall companies. 旦 In 2010, a new Stewardship Code was issued by theFinancial Reporting Council , along with a new version of the UKCorporate G

19、over nance Code, hence separati ng the issues from one ano ther.edit ContentsSection A: LeadershipEvery companyshould be headed by an effective board which is collectively resp on sible for the Ion g-term success of the compa ny.There should be a clear divisi on of resp on sibilities at the head of

20、the companybetween the running of the board and the executive responsibility for the running of the compa ny s bus in ess. No one in dividual should have un fettered powers of decisi on.The chairman is responsible for leadership of the board and ensuring its effective ness on all aspects of its role

21、.As part of their role as members of a unitary board, non-executive directors should con structively challe nge and help develop proposals on strategy.Sectio n B: Effective nessThe board and its committees should have the appropriate balance of skills, experie nce, in depe ndence and kno wledge of t

22、he compa ny to en able them to discharge their respective duties and resp on sibilities effectively.There should be a formal, rigorous and tran spare nt procedure for the appo in tme nt of new directors to the board.All directors should be able to allocate sufficient time to the company to discharge

23、 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 dut

24、ies. The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance.Section C: AccountabilityThe board

25、should present a balanced and understandable assessment of the company' s 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 managementand

26、 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 company' s auditor.Section D: Remune

27、rationLevels of remuneration should be sufficient to attract, retain and motivate directors of the quality required to run the companysuccessfully, but a companyshould avoid paying more than is necessary for this purpose. A significant proportion of executive directors ' remuneration should be s

28、tructured 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 remun

29、eration.Section E: Relations with ShareholdersThere should be a dialogue with shareholders based on the mutualunderstanding of objectives. The board as a whole has responsibilityforen suri ng that a satisfactory dialogue with shareholders takes place.The board should use the AGMo com muni cate with

30、in vestors and to en courage their participatio n.edit SchedulesSchedule A Provisi ons on the desig n of performa nee related rem un erati onThis goes into more detail about the problem of director pay.Schedule B Disclosure of corporate gover nance arran geme ntsThis sets out a checklist of which du

31、ties must be complied with (orare, and that everyth ing should be posted on the compa ny's website.edit Code complianee?In its 2007 response to a Financial Reporting Council consulation paperin July 2007 Pensions & Investment Research Consultants Ltd (a commercial proxy advisory service) rep

32、orted that only 33% of listed compa nies were fully complia nt with all of the Codes provisi ons.旦 Spread over all therules, this is not necessarily a poor response, and indicationsare thatcomplia nee has bee n climb ing. PIRC maintains that poor complia nee correlates to poor bus in ess performa ne

33、e, and at any rate a key provisi on such as separati ng the CEO from the Chair had an 88.4% complia nee rate.The questi on throw n up by the Code's approach is the tension betwee n wanting to maintain "flexibility" and achieve consistency. The tension is between an aversion to "on

34、e size fits all" solutions, which may not be right for every one, and practices which are in gen eral agreeme nt to be tried, tested and successful. If companies find that non-complianee works for them, and shareholders agree, they will not be puni shed by an exodus of in vestors. So the chief

35、method for acco un tability is meant to be through the market, rather tha n throughlaw.An additi onal reas on for a Code,was the orig inal concern of the CadburyReport, that companies faced with minimum standards in law would comply merely with the letter and not the spirit of the rules.且The Finan c

36、ial Services Authority has rece ntlyproposed to aba ndon aedit See also« Corporate Gover nance« Corporate Social Resp on sibility* Stewardship Code« OECD Prin ciples of Corporate Governa nee 2004* Deutsche Corporate Governance Codex ( online )Compa ny reform reports« Wren bury Co

37、mmittee (1918) (concerned with "alie n shareholders" and key in dustries)« Gree ne Committee (1926) Report of the Compa ny Law Ame ndme nt Committee (Cmnd 2657, 1926)« Cohen Committee (1945)* Jenkins Committee (1962)« Ala n Bullock (1977) Report of the committee of in quiry

38、on in dustrial democracy, on worker codeterm ination* Cork Report , In solve ncy Law and Practice, Report of the Review Committee (1982) (Cmnd 8558)* Cadbury Report (1992), Financial Aspects of Corporate Governance,on corporate gover nance gen erally. Pdf filehere* Greenbury Report (1995) Directors&

39、#39; Remuneration, Report of the Study Group Pdf here* HampelReport (1998), Review of corporate governance since Cadbury, here and on li ne with the EGCI here* Turn bull Report (1999) on internal con trols to en sure good finan cial report ing* My ners Report (2001),In stitutio nal In vestme nt in t

40、he Uni tedKingdom: A Review on institutional investors, Pdf filehere andReview 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 prin ciples for in stitutio nalinv estme nt decisi on-mak ing: review of progress.pdf here* Walker Review (2009) in resp onse to the finan cial crisis, andfocus ing on in stituti onal in vestors,.pdf docume ntedit Notes1. A Fi nan cialServices and Markets Act 2000 s 2(4)(a) and gen erallyPart VI2. a Li

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