Table of Contents
1. history 3
1.1 Developments since 1979 6
2. evolution of corporate governance 8
2.1 Cadbury Report (1992) 8 2.2 Greenbury Report (1995) 9 2.3 Hampel Report (1998) 9 2.4 Combined Code (1998) 10 2.5 Turnbull Report (1999) 11 2.6 Myners: Review of Institutional Investment (2001) 11 2.7 Higgs Report (2003) 12 2.8 Smith Report (2003) 12 2.9 Revised Combined Code (2003) 13 2.10 Myners Report (2004) 14 2.11 Financial Reporting Council 14
3. Corporate Governance in UK TODAY 15
3.1 The rationale behind the UK approach 15 3.2 The UK regulatory framework 15 3.3 The essential features of UK corporate governance 16
4. The Combined Code 18
4.1 Directors 18 4.2 Remuneration 21 4.3 Accountability and Audit 22 4.4 Relations with Shareholders 23 4.5 Responsibilities of Institutional Investors 24
5. Conclusions 26
history
The structure of the British financial system was shaped by the form which industrialization took in the 18th and 19th centuries. The industries which led the industrial revolution, principally cotton textiles, were characterized by numerous small firms which did not need access to large amounts of capital. Initial finance came from family and friends, supplemented after 1750 by country banks, mostly set up by local merchants and manufacturers. These banks acted as a conduit between local savings and local investment, and provided manufacturers with working capital on a short-term basis.
During the second half of the 19th century, as new industries emerged and the size of companies increased, the risks involved in short-term lending became more serious. This prompted a wave of amalgamations among the country banks, leading to a concentration of the English banking industry in the hands of a small number of London-based joint stock banks; a similar process of concentration took place in Scotland.
Following legislative