- Report of the Committee on the Financial Aspects of Corporate Governance (London, Gee & Co, 1992), para 2.5.
- The Combined Code is so-called because it combines the Cadbury and Greenbury Codes and the recommendations of the Hampel Committee on Corporate Governance. It is available online at: <http://www.fsa.gov.uk/pubs/ukla/lr_comcode3.pdf>.
- The names of major companies such as Marconi, the Equitable Life Assurance Society and My Travel have been cited.
- For example, in 2001, a Royal Commission was set up to investigate the collapse of HIH Insurance, the largest collapse in Australian history.
- Report of the High Level Group of Company Law Experts on a Modern Regulatory Framework for Company Law in Europe, 4 November 2002, available online at: <http://www.europa.eu.int/comm/internalmarket/cn/company/company/modern/index/htm>.
- EC Commission Communication, “Modernizing Company Law and Enhancing Corporate Governance in the European Union—A Plan to Move Forward”, COM (2003) 284 final, 10–13. The Commnication is available online at: <http://europa.eu.int/comm/internal_market/en/company/company/modern/>.
- Principally, but not solely, the Companies Acts.
- Modern Company Law for a Competitive Economy: Final Report of the Company Law Review (DTI, URN 01/942, 2001), available online at: <http://www.dti.gov.uk/cld/final_report/index.htm>.
- Law Com No 261, Scot Law Com No 173 (TSO, 2001), available online at <http://www.lawcom.gov.uk/222.htm#lcr261>. Company law is not a matter which has been devolved to the new Scottish Parliament, but separate legislation is necessary in Northern Ireland.
- Ibid, 21 and Appendix B.
- Final Report, supra n 10, 344–48.
- Ibid, 345: para 2 of the draft statement.
- Ibid, 346: para 5.
- Ibid, 347–48: paras 8 and 9.
- Ibid, 41–42.
- Ibid, 346: para 6.
- See generally ibid, 49–54.
- The government proposes to introduce the statutory OFR by secondary legislation under existing powers. This will be in parallel with legislation covering accounting-related issues: See Hansard HC 10 July 2003, Cols 61–62WS (Statement of Jacqui Smith MP, Minister for Industry and the Regions).
- ASB, Revised Statement on the Operating and Financial Review, (ASB, London, January 2003), available online at <http://www.asb.org.uk>.
- Ibid, para 13.
- Ibid, para 12.
- Ibid, para 19.
- Ibid, para 23.
- Ibid, paras 17, 29, 32 and 34.
- Modernising Company Law, Cm 5553–1 and Cm 5553–11 (2002), available online at <http://www.dti.gov.uk>.
- In July 2003 the government announced that it intends to introduce a bill to strengthen the statutory requirements for the recognition of auditors’ supervisory bodies and other matters.: supra, n 20.
- See the Directors’ Remuneration Report Regulations 2002, SI 2002/1986.
- Final Report of the Coordinating Group on Audit and Accounting Issues (URN 03/567, DTI, 2003), available online at <http://www.dti.gov.uk>.
- Financial Reporting Council, Audit Committees—Combined Code Guidance: A Report and Proposed Guidance by an FRC-Appointed Group Chaired by Sir Robert Smith (London, FRC, 2003), available online at <http://www.frc.org.uk>.
- London, TSO, 2003, available online at <http://www.dti.gov.uk/cld/non.exec.review>. Following consultation and a report by the Financial Reporting Council, the Code has now been amended to reflect the recommendations made in the Higgs report and the report referred to in n 29, with some changes in the light of responses to consultation. The new Combined Code with apply to reporting years beginning on or after 1 November 2003. References to the provisions of the New Code in the footnotes below are to the new Combined Code.
- Appendix 1, para 4(a).
- New Combined Code: A 4, A 7.2.
- New Combined Code: A 4.4.
- The leading authority is the Marquis of Bute's case (Re Cardiff Savings Bank [1892] 2 Ch 100), in which the defendant had been appointed as a non-executive director at the age of six months and continued to be a director for about the next 40 years. In that period he attended only one board meeting. He was not on notice of any breach of duty by the other directors. In the circumstances, the court held that he was not liable for breach of duty. The omission to attend board meetings was distinguishable from the omission to take appropriate action at board meetings.
- Cf New Combined Code: A 4.5
- New Combined Code: A 3.2. Under the new Combined Code this provision does not apply to smaller companies, that is companies which were below the FTSE 350 throughout the year immediately prior to the reporting year. Smaller listed companies are however required to have at least two independent non-executive directors: New Combined Code: A 3.2.
- New Combined Code: A 1.3. Under the New Code the chairman would hold these meetings.
- The New Combined Code reflects these criticisms by providing that the chairman is responsible for ensuring effective communication with shareholders: New Combined Code A 2 and see also New Combined Code D 1.1.1.
- New Combined Code A 2.2
- New Combined Code A5. This provision is in very general terms.
- See now the Guidance for Non-Executive Directors attached to The New Combined Code, pp 63–64.
- The Higgs Report, supra n 30 and text thereto, 65.
- See Re D'Jan of London Ltd [1994] 1 BCLC 561.
- See in particular Re Barings plc (No 5) [1999] BCLC 433, which establishes that directors owe a duty of care to monitor the performance of delegated functions.
Journal of Corporate Law Studies
Volume 3, 2003 - Issue 2