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Governance matters

View articles and other resources on the subject of corporate governance in general and corporate governance and corporate reporting.

Latest articles from the Corporate Governance Community:

Most articles are only available to Corporate Governance Community members. Log in or find out how to join the community.

Trust in business

Podcast: Hear some insights from a range of different perspectives on this important subject. Learn about the importance of being trustworthy, worker representation at the John Lewis Partnership, the role of the media and the rebuilding of trust by the banks since 2008.

Rebuilding trust in business

To mark the launch of its new Corporate Governance Special Interest Group the ICAEW invited four leading thinkers to a ”rebuilding trust in business” discussion at Chartered Accountants Hall. David Craik reports on some of the main talking points that arose.

Preparing for Brexit

The countdown to Brexit has started, but with little information as to what it means for the UK or for companies, businesses need to check their exposure to the expected changes.

Corporate reform

Nearly six months have gone by since Theresa May outlined her vision of an economy which works for everyone and since then a great deal has happened on corporate reform issues.

Governance challenges in the era of digital transformation

What impact is digital transformation having on corporate governance?

Corporate Governance Group 2017 programme

In 2017 there's a wide range of activity to support group members, including a series of webinars, a flagship event in June and a new training course for NEDs. We’re also engaging with government on corporate governance issues.

EU non-financial reporting rules

The European Parliament approved new rules in April that will require the EU’s biggest companies to formally report on the impact their operations and policies have on the environment, human rights, boardroom diversity, and tackling bribery and corruption.

When should you comply or explain?

Comply or explain has been part of the UK corporate governance framework since it was introduced with the Cadbury Code in 1992. It is much admired and used widely in many other countries throughout Europe and beyond.

Back to basics in corporate governance

Everyone from shareholders to employees to the public should be able to understand what good corporate governance is. It helps businesses restore confidence.

Company responsibility: four key areas

Since the global financial crisis began, there have been a number of challenges to the existing frameworks of corporate governance. Jo Iwasaki, Head of Corporate Governance, outlines ICAEW’s view that companies today need to think beyond their fiduciary responsibilities between companies, boards and shareholders as defined in law and regulations.

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Useful links

Corporate Governance hubs of major accountancy firms  

Governance, Risk and Compliance
BDO
Contains information on Audit committee and board obligations and Board Review - a report on UK board diversity. Also information on corporate reporting.

Corporate Governance
Deloitte
Hub page for information on the latest governance developments with access to Deloitte Academy Publications.

Corporate Governance: encouraging dialogue and participation
Ernst & Young
The EY Corporate Governance hub - includes reports and surveys related to Corporate Governance and the EY regulatory update Policy Pulse. Ey's latest report is Future proofing corporate governance - reflections and practical questions for board consideration.

The Governance Institute - Governance matters
Grant Thornton
Reports and news from Grant Thornton. Includes the annual UK Corporate Governance Review of FTSE 350 companies and the Charity Governance Review

The Audit Committee Institute
KPMG
The KPMG-sponsored Audit Committee Institute (ACI) provides a suite of practical resources for audit committee members as well as reports and surveys, insights, networking and events.

Governance Insights Center
PWC's Global Corporate Governance hub with key governance issues and audit committee resources. Corporate Governance - making your business durable is the UK specific hub - includes  a corporate governance blog and audit reform guidance.

Other organisations

Financial Reporting Council (FRC)
The FRC is the body responsible for the Corporate Governance Code. Their website has other guidance for corporate governance and stewardship and corporating reporting.

ICSA - The Governance Institute
ICSA represents the interests of governance professionals and promotes good practice. There are some free resources on the site, particularly relating to charitiesacademies and the NHS. The latest edition of ICSA journal Governance + Compliance is also freely available.

Non-Executive Directors Association (NEDA)
NEDA is a member organisation representing NEDs and providing networking and training

Institute of Directors (IoD)
The IoD promotes good governance and publishes the annual Good Governance Report. They also published Corporate governance guidance and principles for unlisted companies in 2010 (an updated version is due to be published in 2017)

Organisation for Economic Co-operation and Development (OECD)
The Corporate Affairs section of the website gives access to OECD publications on corporate governance including:

Corporate governance surveys

See the Library's Corporate governance surveys page

Corporate reporting

Your guide to ESG reporting
Guidance issued by the London Stock Exchange on Environmental, Social and Governance reporting (ESG), responding to "demands from investors for a more consistent approach to ESG reporting". 

For further guidance on corporate reporting see the Library's Corporate reporting subject gateway page.

eBooks

The Library provides full text access to a selection of key business and reference eBooks from leading publishers. eBooks are available to logged-in ICAEW members, ACA students and other entitled users. If you are unable to access an eBook, please see our Help and support advice or contact library@icaew.com.

Charity law and governance: a practical guide

Guidance on the legal and regulatory framework within which both registered and unregistered charities in England and Wales operate. This title looks at the meaning of governance in the charity sector and the link between law, good governance and the role of trustees in the stewardship of charitable funds and assets. Title has been revised to cover the latest developments in charity law and governance, including the 2015 Charities SORP and The Charities (Protection and Social Investment) Act 2016.

Company secretary's handbook (11th edition)

An authoritative guide to company secretarial practice. Coverage is comprehensive, from incorporation to winding up, detailing the procedures associated with boards of directors, company meetings, reporting, shares, and share registration. The Handbook also contains chapters on listed company compliance, corporate governance, company investigations, takeovers and mergers, and insolvency. Detailed commentary is accompanied by over 80 precedents, appendices, a glossary of key terms, and a directory of key company secretarial resources. The 5th edition of this title is available through out MyIlibrary subscription.

Corporate governance: a practical guide for accountants

The book's chapters cover the concept of corporate governance, codes and rules pertaining to corporate governance, shareholders and the Companies Act 2006, internal controls and risk management, disclosure and reporting responsibilities, and directors' remuneration.

Corporate governance: a practical guide to the legal frameworks and international codes of practice

The book covers corporate governance in the English-speaking world, its application to different business sectors, duties of directors and the company secretary, the Combined Code and financial reporting, business risk management, internal control, audit, IT governance, and corporate social responsibility.

Directors guide (5th edition)

The ICSA Director's Guide explains all the core duties and liabilities of being a director from appointment to resignation, including disclosures, shareholder relations and corporate governance. This book provides practical help for common issues faced by both executive and non-executive directors,

Non-executive director's handbook (4th edition)

An essential source of reference and route map for the position of Non-executive director. Deals with how to become a NED and looks at the role and responsibilities of the NED on the board and its committees with particular focus on corporate governance and board effectiveness, risk management and internal control. Contains case studies and checklists throughout. The 2nd edition of this title is available through our MyIlibrary subscription.

Overview of corporate governance

The key institutions, products and professions of the City of London. Chapter 25 is a overview of corporate governance and follows the development of UK governance codes.

Primer on corporate governance, A

Discusses corporate governance from both a macro- and micro-perspective, with illustrative examples from history. It looks at the relationship between corporate governance and society, the nature of CEOs and boards of directors, management culture, and recent changes in the government regulation of corporations. It includes an appendix on Sarbanes-Oxley.

Terms of use: You are permitted to access, download, copy, or print out content from eBooks for your own research or study only, subject to the terms of use set by our suppliers and any restrictions imposed by individual publishers. Please see individual supplier pages for full terms of use.

Find more eBooks

The Library provides access to over 300 eBooks. Members and ACA students can access the full range using our A-Z of eBooks or search the eBook library. All titles on Corporate governance are available to logged in Corporate Governance Group members - see the Corporate Governance Group eBook library list of over 50 eBooks.

Trade press articles

The library provides access to a range of articles in full text from leading business, finance and management journals. Access to articles is provided to logged-in ICAEW members, ACA students and other entitled users subject to suppliers' terms of use.

The integration of ERM and strategy: Implications for corporate governance

Interviews with 15 enterprise risk management (ERM) champions who provide insights on how far the ERM process is integrated with the strategic-planning processes of their firms.

Modeling accountant whistleblowing intentions: Applying the theory of planned behavior and the fraud triangle

Based on responses from 284 accountants, the authors model the likelihood that professional accountants will whistleblow on a material accounting fraud.

Government 'taking aim at Britain's boardrooms'

Article highlights the December 2016 green paper on corporate governance reform in Great Britain which lays out options for increasing scrutiny of executives' pay and responsibilities. Topics include a criticism of Prime Minister Theresa May's announcement that there will be no mandatory requirement for staff to be represented in boardrooms, the Hampton-Alexander report on gender diversity at senior and boardroom level and a call for the government to be bolder on the reform proposals.

Financial Reporting Council: Make annual reports clearer.

The article reports that the Financial Reporting Council (FRC) has asked audit committee chairs and finance directors to improve their annual reports and make them user friendly and more clear. It also contains information on FRC guidance on business model disclosures, revenue recognition, tax disclosures and remuneration.

Good Governance - putting the UK house in order

The article presents the "2016 Good Governance Report" from the periodical about taking a step for assessing what matters in governance and, uniquely, whether one can measure corporate governance (CG) in Great Britain

Articles and books in the Library collection

The collection of the ICAEW Library & Information Service includes a range of articles, books and reports on non-executive directors. You can browse our catalogue through the links below.

If you would like assistance in identifying the materials you need, please call the enquiry team on +44 (0)207 920 8620 or email library@icaew.com.

Selected articles

Click on the links below to see our catalogue record for each article. Please contact us if you would like to request a copy of an article.

Corporate governance rules should extend to ‘large private companies’
CCH Daily. 3 February 2017 
Report on the response of the Work and Pensions Commons Select Committee to the Government's Corporate Governance Green Paper.

The new governance frontier
Governance and Compliance. May 2016 p.26-28
Corporate culture has become a new buzzword in governance, as we seek to learn the lessons from a series of corporate scandals, not just at banks, but also at companies like Tesco, Toshiba and VW. All these scandals, and others that preceded them, have cultural weakness as of their cause. Article discusses: establishing a code; indicators of culture; role of committees; ethics and values; and companies without committees.

Corporate Governance 2.0
Harvard Business Review. Vol.93. No.3 March 2015. p.96-105
Artcicle proposes 'Corporate Governance 2.0' - a back to basics re-conceptualization built on three core principles.They are: boards should have the right to manage the company for the long term; boards should install mechanisms to ensure the best possible people in the boardroom; boards should give shareholders an orderly voice.

Selected books

Corporate Governance: principles, policies and practices
B. Tricker (Oxford University Press, 2015, 520 pages)
Aims to "enable readers to: appreciate the nature, functions and realities of boards of directors and other governing bodies; analyse board structures, systems and procedures...; understand major aspects of corporate governance...; understand various theories of corporate governance; appreciate corporate governance processes around the world...; [and] recognise the issues that are influencing corporate governance and board thinking",

Corporate governance handbook
A. Chambers (Bloomsbury Professional, 2014, 1099 pages)
Advises on functioning within the legal, ethical and practical parameters of corporate governance.

Practical corporate governance for smaller quoted companies
J. Mellor (Jordans, 2013, 183 pages)
Covers topics such as the legal responsibilities and liability of non-executive directors, professional development and performance evaluation. Includes sample terms of reference

The company director's manual
D. Callow (Indicator, 2013, 127 pages)
Answers a wide range of questions relating to company directors' responsibilities and the advantages available to them.

Corporate Governance Handbook
B. Barber (ICSA, 2013, 513 pages)
Provides practical advice on how to implement good governance strategies for your organisation using best practice and up-to-date guidance.

Directors' liability: a worldwide review
A. Loos (Kluwer Law International, 2010, 254 pages)
Covers the relevant law in force in each particular jurisdiction, along with an insightful discussion of trends and future prospects.

To find out how you can borrow books from the Library please see our guide to book loans. You can obtain copies of articles or extracts of books and reports by post, fax or email through our document supply service.

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