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  • Practical Corporate Governance

Practical Corporate Governance

For Smaller Quoted Companies


An invaluable book for all directors, investors and their professional advisors interested in developing their companies, increasing profitability and success.

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Book printed softcover

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Practical Corporate Governance podcastListen to Dr John Mellor discuss recent developments in corporate governance, as explored in detail within Practical Corporate Governance

This edition focuses on the governance of Smaller Quoted Companies, including those aspiring to enter the FTSE-250. Where relevant the application of sound governance principles to private companies will also be explained.

Beginning with a director’s view of UK corporate governance, subsequent chapters cover the duties of directors, non-executive directors, boards and their effectiveness, and finally the link between governance and shareholders.

You get:

  • Practical corporate governance help for directors.
  • Application of 2012 UK Corporate Governance Code with helpful comments.
  • Guidance notes for chairmen, non-executive directors, and company secretaries
  • Detailed treatment of Section 172 (duty to promote the success of the company) of the 2006 Companies Act.
  • Appendices with website references for easy access
What's New?
  • Greater emphasis on people in governance - their skills, values, behaviours and decision making.
  • Case Studies covering non-executives, board effectiveness, corporate governance reporting and engagement with shareholders, and terms of reference
     for audit, remuneration and nomination committees.
  • Updated examination of the relationship between company boards and their shareholders.
  • Compendium of chapter summaries for easy reference
  • A look into the future for governance of smaller quoted companies.

This is an invaluable bookfor all directors, company secretaries, investors, accountants and lawyers. It will also be of use to participants on university or business school executive post-graduate education programmes, as well as of interest to public policy makers and regulators.
  • UK Corporate Governance
  • Corporate Law and Governance
  • The Non-Executive Director
  • Boards and their effectiveness
  • Governance and Shareholders
  • Conclusions on corporate governance
       Read an extract here...
 Compendium of chapters summaries here...

        Appendices will include expanded website references and bibliography

Click for the full list of contents

"This book will be particularly useful for directors or anyone advising smaller quoted companies. This edition contains a compendium of chapter summaries for easy reference."
Practical Law, PLC

"A considerable amount of new material has emerged in this often complex area, so you really need to buy this new edition of this well established title to stay comp lately up to date."

 Phillip Taylor and Elizabeth Taylor of Richmond Green Chambers
Click here to view the review

"The new edition of this book focuses in depth on the governance of Smaller Quoted Companies, including those aspiring to enter the FTSE-250...This edition now lays greater emphasis on people in governance, especially on the skills, values and behaviour they should demonstrate in the process of decision making...This is a great book for all directors, company secretaries, investors, accountants and lawyers."
German-British Chamber of Industry & Commerce
To read the full review click here

 Reviews of Previous Edition

"This is the best guide on corporate governance there is around at the moment."

 Sir John Bourn, former Comptroller and Auditor General of the United Kingdom

"This book should be required reading for all directors of all smaller quoted companies and private companies."

 Former chairman of a major private company

"All you ever need to know about corporate governance and its practical application to smaller companies in one volume. This very accessible and clearly referenced book is a must for every Chairman and indeed board member."

 John Pierce, Chief Executive, The Quoted Companies Alliance

"I think it is excellent that you have written a handbook for smaller quoted companies and for private ones, and I admire the clarity of your presentation. You have provided board members and company secretaries with a complete set of all the recommendations and regulations with which they need to be familiar. They will not only find it an invaluable source of reference but will be encouraged by your book to give time and thought to the way in which they govern their enterprises."

 Sir Adrian Cadbury, Chairman of the Committee on Corporate Governance (the Cadbury Report)

 Previous Edition Reviews

"the language used is simple, direct and unequivocal ... The 20 appendixes are immensely useful as readers can use them directly without having to retrieve them from other sources ... this is definitely a practical book on corporate governance well worth having for busy owner-managers, investors and corporate advisers"

 Business Law Review

 This book, now in its second edition, is written particularly for directors of smaller quoted companies, that is those outside the FTSE-350 and on the Main List of the London Stock Exchange. It is also relevant to directors of companies with aspirations to join the Main List or the FTSE-250, and perhaps to go on and become major global corporations as members of the FTSE-100 index.
 At the same time, the book contains information useful to company advisers and those in business education as academic staff or student.

 It is, nevertheless, written from the perspective and to meet the needs of directors and financiers of smaller quoted companies. This is important for, whilst the UK Corporate Governance Code is taken as a guide to good governance, the emphasis is on its practical use so as not to get in the way of commercial reality. Furthermore, the book does not purport to replicate the work of corporate advisers, particularly lawyers and accountants. Both are rightly regarded as sources of expert technical advice in their respective fields.
 The focus of this book is the context for and practical application of governance principles, and presumes that advice from lawyers and accountants will be sought in the appropriate circumstances.

 The most striking and important development in corporate governance over the last twenty years, since the first Code, the Cadbury Code named after its author Sir Adrian Cadbury, was launched in 1992, is a dawning realisation that governance, at its core, is all about roles and behaviours. In a nutshell, governance is about people. And so there has been a discernible shift in tone in the several subsequent editions of the Code which reflects this emphasis. From the outset the UK adopted a principles based approach to corporate governance, but it has taken time for this to be realised in practice, and there is still some way to go. Nevertheless, the present Code of 2012 is focussed on principles which are grouped under a series of headings, beginning with leadership. This is absolutely key because governance of an enterprise is ultimately in the hands of the board of directors who have the responsibility for leadership. In this sense governance and leadership are synonymous.
 Beginning with a director’s view of UK corporate governance, subsequent chapters cover the duties of directors, non-executive directors, boards and their effectiveness, and finally the link between governance and shareholders. At the end of each chapter is a succinct summary. Closing conclusions on governance of smaller quoted companies takes stock of present day perception and practice, and considers the future.

 Corporate governance is about the leadership, management and control of a business. It should be tailored to meet the circumstances of any particular company. “No one size fits all” is a useful mantra for both companies and investors to keep continually in mind. Applying the principles of governance increases the probability of success, profitability and sustainability, and at the same time generates confidence and trust from shareholders to provide the capital for investment and growth. However, it is no guarantee of success in business, but without effective governance business failure is the more likely.

        Dr John Mellor,
        September 2013

Chapter 4 - The non-executive Director

4.3 Legal Responsibilities and Liability

Although the law does not apply different duties to executive and non-executive directors, it has been recognised that the knowledge, skill and experience expected will vary between directors with different roles and responsibilities. This applies both to executive and non-executive directors. However, an important problem faced by directors, and in particular non-executive directors, has been that of knowing with certainty the extent of their duties. The statement of directors’ general duties in the new Companies Act 2006, and explained in Chapter 2 on the duties of directors, has considerably reduced this uncertainty.

In addition, the Code includes very helpful guidance on liability of non-executive directors. This guidance builds on directors’ duties in relation to care, skill and diligence by making clear that, although non-executive directors and executive directors have the same legal duties and objectives as board members, their involvement is likely to be different. In particular a non-executive director is likely to be able to devote significantly less time to, and in most cases have less detailed knowledge and experience of, the company’s affairs.
 Read more ...

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