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The ICSA Corporate Governance Handbook 4th edition

The ICSA Corporate Governance Handbook provides full explanations of the statutory and regulatory regime applicable to listed companies but also,addresses how governance best practice might be applied by private companies, including subsidiaries. This new edition delves deeper than before into such issues in order to guide boards as they attempt to find an appropriate balance between more traditional financial considerations and other factors that may influence their decision making.

The ICSA Corporate governance handbook 4th edition

Bernadette Barber, Barbara Allen ICSA Publishing, 2017

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Part 1: Governance context and framework

1.Introduction and background

Chapter 1 looks at the development of corporate governance and specifically the history of corporate governance in the UK.

2. The regulatory framework

Chapter 2 gives an overview of the regulatory and non-regulatory frameworks for governance matters.

Part 2: The board's role and directors' responsibilities

3. The board's structure and its committees

Chapter 3 deals with the structure of the board, its governance role and responsibilities. It also looks at the different types of board committees, including: audit; nomination; remuneration; and risk committees.

4. Directors' duties and liabilities

Chapter 4 looks at the directors' duties in common law, statutory duties, disqualification, liability for breach of duties and Directors and Officers Insurance.

Part 3: External perspectives on corporate governance

5. Shareholder activism and investor relations

Chapter 5 discusses shareholder engagement,relations and communications, shareholder rights and meetings.

6. Corporate Social Responsibility 

Chapter 6 gives a background to this area and sets out the business case for CSR. It also looks at CSR reporting and disclosures and CSR and shareholders.

7. Audits, accounts and financial statements

Chapter 7 gives details of the purpose of audit and the auditor's duty of care. The role of the audit committee is dealt with in more detail, including audit tendering and internal control and risk management.

8. Narrative reporting

Chapter 8 looks at narrative reporting, giving an overview, the requirements of the UK Corporate Governance Code and detailing the strategic report, the directors report, the corporate governance statement, the statement on risk management and internal control, remuneration reporting and gender pay gap reporting.

Part 4: The effective board and its officers

9. Maintaining an effective board

Chapter 9 looks at the board and good governance, which includes the work of the nomination committee. Board diversity, corporate culture, succession planning and recruitment to the board, director induction and development and board evaluation are all covered.

10. Effective internal control and risk management

Chapter 10 discusses risk management and business objectives, risk management and organisational culture, the boards responsibility for internal control and risk management, the audit/risk committee and the internal audit function.

11. The chairman of the board

Chapter 11 looks at the Chairman's role in governance and their role on the board and the chair's interaction with CEO, company secretary, senior independent director (SID) and shareholders.

12. Executive directors

Chapter 12 The role of the executive director, chief executive and finance director are outlined as well as director remuneration and the roles and responsibilities of the remuneration committee. Pay, pensions and other benefits, disclosure requirements, contracts and severance are also covered.

13. Non-executive directors

Chapter 13 details the role of the NED, their place on the board, terms of engagement and their evaluation.

14. Company secretary

Chapter 14 discusses the role of the company secretary and their contribution to corporate governance.

Part 5: Governance in practice

15. Governance of listed companies

Chapter 15 examines aspects of the additional responsibilities of directors of public companies whose shares are listed and traded on a public market.

16. Governance of private companies

Chapter 16 looks at the need for effective of governance of private companies, particularly larger ones.




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The publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not intended to provide legal advice and should not be treated as a substitute for legal advice. Legal advice should always be sought before taking action based on the information provided. The authors bear no responsibility for errors and omissions.

The Institute of Chartered Accountants in England and Wales (as distributor) disclaims all liability for any errors or omissions.