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Literaturverz. S. [247] - 261

The problems of corporate governance, and particularly the relationships between investors and companies, seem intractable, despite decades of theorising and empirical research. This thought experiment asks us to look at the problem through a fresh lens. It draws on the British legal custom of calling shareholders "members", and then uses the political philosopher Michael Walzer's idea of membership in states, clubs, neighbourhoods, and families to draw lessons for the corporate world. Rethinking what membership of a company might mean points to a pragmatic escape from short-termism without the injustice of depriving shareholders of rights.

Since 1992, corporate governance in the UK and much of the world has been articulated in codes of conduct, rather than formal law and regulations or even less formal social arrangements. Moreover, despite their gradual revision over the years, their core tenets survived despite repeated and arguably growing shocks to the system they were meant to protect. That suggests the problems they sought to address have not been solved. Britain – in particular its banks – was perhaps the worst hit by the global financial crisis, at a cost to the state that continues more than a decade later. How did various revisions fail to undertake fresh approaches to the recurring crises? This book explores how corporate governance in Britain came to be codified, what key disputes took place during its major revisions, and how it institutionalised a way of viewing what corporate governance should be. This study also suggests that the while the flexibility that was built into the code's compliance regime allowed for variations, few companies took the opportunities provided to experiment with other ways of organisation the work of boards of directors. The code is much admired, with good reason. And it has achieved wide legitimacy. But is it the model for corporate governance? The Cadbury Code and Report was the starting point for this new direction. . The UK code of corporate governance is widely admired and imitated, but it has not prevented the types of emergency that led to its creation – recurring failures of large corporations because of the lack of oversight and internal control. The biggest case was the financial crisis of 2007-09, in which the UK suffered disproportionate damage, as we shall see. Were we expecting too much of a code of conduct? Why did the framers of the code not recommend something stronger than a voluntary code of conduct? This study examines those questions through analysis of the debates that led up to the drafting of the original Cadbury Code and then the major revisions undertaken in 2003 and 2010 in response to renewed crises. It does so through a critical discourse analysis of contributions to the consultations that informed the drafting, undertaken against the economic and political context that shaped the code and was then shaped by it.

Institutional investors play a central role in corporate finance and ownership. But their direct role in corporate governance has received only limited attention, focused mainly on shareholder activism, with its focus on strategic change and rapid improvement in corporate performance. Following the financial crisis, however, policy has sought ways to counteract the perceived short-termism in equity markets. It has cast a spotlight on the role of investors, not least in the UK, with its Stewardship Code (introduced in 2010 and revised in 2012) and in related moves in a number of European countries and by the European Union. In the US too, policy has paid special attention to questions of proxy access and enhancing shareholder rights to voice. They share a concern to evoke the spirit of the 'universal owner', interested in both the long term and in the broad development of the economy as a whole. This paper examines developments in the policy against the backdrop of changing practices and structures, raising doubts about the premises of the policy direction and discussing the promises and drawbacks alternatives within other forms of ownership.

Recurrent crises in corporate governance have board practice and created policy pressure to assess the effectiveness of boards. Since the 1990s boards have faced calls to undertake regular, formal evaluation. Since 2010, the UK Corporate Governance Code has urged large corporations to engage outside parties to conduct them at least every three years, a move that other jurisdictions have copied. Despite this policy importance, little research has been conducted into processes or outcomes of board evaluation. This study explores the attitudes of directors on evaluation, whether self-administered or facilitated by others. We find acceptance of the principle but reservations about the value and even honesty in questionnaire-based approaches. We find scepticism about, but also acknowledgement of, the benefits of using outside facilitators, especially for their objectivity and because their interviewing elicits insights into board dynamics. As this practice expands beyond listed companies to non-listed ones, charities, and even governance branches of government, our findings point to a need to professionalise outside facilitation.