Corporate Governance Codes for the 21st Century [electronic resource] : International Perspectives and Critical Analyses /

Abstract

The book is the first comprehensive consideration, since the UK Cadbury Report recommended a voluntary Corporate Governance Code, of the question whether Corporate Governance Codes are the most effective way of ensuring adherence to good corporate governance principles. There is no doubt that the idea of voluntary compliance with good corporate governance practices, based on the principle of ‘comply or explain’, has captured the imagination of the world. It is probably one of the best and most comprehensive examples of ‘self-regulation’ ever seen in any area where the society could be affected significantly, for current purposes by corporations. However, is this the most effective way of ensuring that corporations act responsibly and adhere to good corporate governance principles? Have these Codes really improved corporate governance practices significantly? Is it time for a rethink and, at least in certain areas, start to rely more on ‘hard law’ and clearer expectations to ensure compliance? All these issues are addressed in the book.

Part I: Overview: Jean du Plessis and CK Low, Corporate Governance Codes Under the Spotlight -- Part II: Fundamental Flaws with Self-Regulation Through Voluntary Corporate Governance Codes: Beate Sjåfjell, When the Solution Becomes the Problem: The Triple Failure of Corporate Governance Codes -- Kent Greenfield, No Law? -- Jeroen Veldman, Self-regulation in International Corporate Governance Codes -- Umakanth Varottil, Corporate Governance In India: The Transition from Code to Statute -- Part III: The Specific Aims with Voluntary Corporate Governance Codes: Andrew Keay, An Analytical Study of Board Accountability in Transnational Codes of Corporate Governance -- Gill North, Corporate Sustainability Practices and Regulation: The Existing Frameworks and Best Practice Proposals -- Sandeep Gopalan, From Sustainability to Conflict Minerals: The Creeping Codification of Non-Financial Disclosure -- Barnali Choudhury, Business and Human Rights Obligations on the Continuum of Soft to Hard Law -- Matthias Casper and Niklas Gasse, Delisting Rules in the Context of Corporate Governance – Can the Protection of Shareholders be Effected by a Competition of Listing Rules or are State-made Provisions Required? -- Part IV: A Jurisdictional Analysis of Voluntary Corporate Governance Codes: Irene-Marie Esser, Corporate Governance – Soft Law Regulation and Disclosure: The Cases of the United Kingdom and South Africa -- Ingo Saenger, Disclosure and Auditing of Corporate Social Responsibility Standards – The Impact of Directive 2014/95/EU on the German Companies Act and the German Corporate Governance Code -- Junhai Liu, Globalisation of Corporate Governance Depends on Both Soft Law and Hard Law.

The book is the first comprehensive consideration, since the UK Cadbury Report recommended a voluntary Corporate Governance Code, of the question whether Corporate Governance Codes are the most effective way of ensuring adherence to good corporate governance principles. There is no doubt that the idea of voluntary compliance with good corporate governance practices, based on the principle of ‘comply or explain’, has captured the imagination of the world. It is probably one of the best and most comprehensive examples of ‘self-regulation’ ever seen in any area where the society could be affected significantly, for current purposes by corporations. However, is this the most effective way of ensuring that corporations act responsibly and adhere to good corporate governance principles? Have these Codes really improved corporate governance practices significantly? Is it time for a rethink and, at least in certain areas, start to rely more on ‘hard law’ and clearer expectations to ensure compliance? All these issues are addressed in the book.