The purpose of corporate governance is to facilitate an effective, entrepreneurial

and prudent management that can deliver the long-term success of the company.
Critically assess to what extent has it been successful and how has it changed with
time?

The thesis abstract and its Justification:

The purpose of this thesis is to provide a critical assessment of whether the present Corporate
Governance Code is successful in facilitating a company and its development throughout the
years. It will also consist of a comparative study whereby the differences of the Corporate
Governance Code within different nations will be thoroughly discussed and also shed light on
how the UK Corporate Governance Code can improve according to me. The whole thesis will
revolve around the development of this well-versed Code and its present application that is the
Revised Combined Code and put emphasis on the fact as to whether similar or different rules and
regulations are followed in countries like USA, Australia, China, India, Bangladesh, etc. It will also
include an overview of loopholes in the current Code if any and also suggest any room for
improvement.

The justification of this thesis would be the critical analysis of the Corporate Governance Code of
UK which has been developed with time, keeping in mind the cultural need and the demands;
however it is not the same case when it comes to other nations particularly the under-developed
ones. The thesis would also focus on which countries rank up higher in upholding Corporate
Governance Codes and since the law as well as the legal sector is not conclusive in many nations,
therefore, having a well-developed law is one of the social needs in the present day. Moreover,
as this thesis is based on a comparative analysis between the laws of different countries, thus the
research will start from the root of the development of the laws. As already stated that law and
legal sector never provides any conclusive answers, however, finding the desired judgment
depends on its interpretation and also sometimes from previous practices. In researching the
concerned area of law it has been found that there are some controversies on the successful
application of the legislations. There have some plus points and minus points together.

The justifications would include the constant development of the Corporate Governance Code
and the arguments made by scholars both for and against it. Since it is the age of Globalization
and the world economy is an important aspect the uniform application of Corporate Governance
Code is necessary and At last it will also be explained whether there is any connection or
divergence between this two legislation or not. Lastly the main justification would provide a
recommendation as to whether Bangladesh needs to make any changes into their sale of goods
law or not.
Research Question:

The research question basically requires to critically assess to what extent the Corporate
Governance Code has been successful and how has it developed with time i.e the present
Combined Code was based on the reports handed down by three very influential committees
addressing UK corporate governance during the course of the 1990s, namely the Cadbury,
Greenbury and Hampel Committees, and the Code of Best Practice that was formulated by the
Cadbury Committee. This is the heart of the essay and throughout the whole essay I would try to
answer this. The research question also requires a comparative study and a critical analytical
study to find out the proper implementation of the Corporate Governance Code in both UK and
other nations. The research would look forth to recommend any changes or improvements
required in certain laws regarding the Code in UK. The comparative study with the laws of other
nations would certainly help find any loopholes in the laws in UK and likewise whether a
uniformity of Corporate Governance Code should be established. This thesis would include the
recent developments and the recommendations made in order to improve the Corporate
Governance Code. As the proposal suggests, I would answer whether the following the discussion
answers that the overall purpose of the Corporate Governance Code is about ensuring an
independent and fair board of Directors is to reassure the investors and ensure a stable economy
and whether a uniformity of the Code is required in all the nations. The reason for choosing this
area of law as a ‘Dissertation’ was easy, since there is much to research and write about. The
more the amount of information the easier it is to collaborate.

Research Review:

Paul Davies, Klaus Hopt, Richard Nowak and Gerard van Solinge. Corporate Boards in
European Law: A Comparative Analysis 1st Edition. 2014- This book analyses the corporate
boards, their regulation in law and codes and their actual functioning in ten European countries
(Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the
UK).
The final conclusion of this book is highly convincing and intensely helpful and enriching for each
and every reader. It'll definitely be of great help not and then academics and students, but also
to specialist who'll discover many interesting nationwide good examples under the comparative
methodology implemented in the publication.

Dr Andreas M. Fleckner and Professor Klaus J. Hopt Comparative Corporate Governance: A

Functional and International Analysis (International Corporate Law and Financial Market
Regulation).
2013- This book consists of Corporate Governance Code, the system by which companies are
directed and controlled, is today a key topic for legislation, practice, and academia all over the
world. Corporate scandals and financial crises have repeatedly highlighted the need to better
understand the economic, social, political, and legal determinants of corporate governance in
individual countries. Corporate governance is currently one of the key topics for legislation,
practice and academia across the world. Comparative Corporate Governance combines current
scholarship in law and economics with the expertise of local corporate governance specialists
from twenty-three countries in a must-have for corporate lawyers, regulators and academics.

J. Solomon. Corporate Governance and Accountability. Jill Solomon 4th Edition.

2013- Presenting a full discussion of corporate governance issues, the book adopts a holistic
approach, taking the broadest view of the corporate governance agenda, including both theory
and practice

J. Robert Brown. Corporate Governance: Cases and Materials. 2013-

This book consists of the case laws and information regarding Corporate Governance and was
very helpful in helping me understand the way the Code was developed by common law.

Other Online sources:

While working on the thesis these are the following links was used to gather information.

 https://www.frc.org.uk/Our-Work/Publications/Corporate-
Governance/Developments-in-Corporate-Governance-and-Stewardsh.pdf
 http://ec.europa.eu/internal_market/company/docs/corpgov/corp-gov-codes-rpt-
part1_en.pdf
 http://www.asaub.edu.bd/data/asaubreview/v4n2sl19.pdf
 Westlaw
 LexisNexis

Research Methodology:

The research methodology used at the beginning of the thesis is the qualitative approach. In
order to answer the first half of the question that is how has the Corporate Governance Code
developed by researching on facts and statements made by other scholars. Primary knowledge
on the area of law was gathered from the Books available. Moving on there would be a
comparative analysis on by adopting international and national rules and regulations examined.
There would be international and national case laws asserted in order to justify the thesis. To
finish the whole thesis online article, journals, reports, commentary and other peer review
writings related to the area of law will be used. Since there requires an analysis as to how many
companies follow the corporate governance codes and how effective the rules are a quantitative
approach will be adopted to find the results.

The Black letter law tradition is not used in this thesis was not preferred as the Corporate
Governance Code was developed through the Common law or as many say is a soft law. The Law
in context tradition was used to elaborate an explanation on the existing laws and how the
Corporate Governance Code has developed. The reasons to why the Corporate Governance Code
was introduced to the corporate scene by including justifications and case laws. The identification
of the improvements made and the loopholes remained in the present laws was all done by using
the law in context tradition. There will also be a mentioning of the differences of how the
Corporate Governance Code was introduced to the nations.

The second half of the question which requires having a comparative research would have
both qualitative and quantitative approach. It will in general consist of the similarities and
difference is the Corporate Governance Code in different nations. The thesis will be working its
way to improve the Code in UK and around the globe in order to look for a uniformity of the law
to ensure a stable and prosperous economy. The comparison is law would definitely ensure in
answering whether the Corporate Governance law has been developing in the right way to
prosper the companies at large. The reason to choose the law in context and include the
comparative approach is to ensure a clear and a new perspective on the Corporate Governance
Code. Adding the International aspect to the thesis helps to collaborating information to find the
desired result.

Structural Plan:

The following is the skeleton of the thesis which is going to lead us to the conclusion. This was
maintained to answer the questions posed in the thesis.

Introduction:
The goals of the whole thesis will outlined and a description of what is in the essay will be briefly
discussed. The introduction will consist of a brief history of Corporate Governance Code and the
current state of it. The reason behind choosing this topic will also be discussed along with
research methodology used to reach the conclusion.

Content list:

This is a list of the discussed area of law in a sequential order. Specific titles, headings of the
discussions along with sub-headings and numbers of the pages will be included here.

What are the Corporate Governance Code and its history?

This specific heading would include the changes particularly the introduction of the Non-
executive directors. Discuss the role of Non-executive directors to scrutinise the performance of
management in getting together with arranged goals and goals and keep an eye on the reporting
of performance.

It will also consist of the Cadbury Report which started the corporate governance “revolution”
began in 1991 when a review panel chaired by Sir Adrian Cadbury. Moving on to the Greenbury
committee in 1995 reflected another key theme of modern corporate governance: a significant
problem or crisis in the market usually results in intensive scrutiny of the adequacy of
the governance systems in place. The Hampel Committer by Sir Ronald Hampel was appointed
by the then Department of Trade and Industry to review and revise the findings of the Cadbury
Report and the Greenbury Report, with the aim of promoting higher standards of corporate
governance. Finally this heading will also include the several reports like Turnbull, CLRSG, Higgs,
Smith, Professor Kay’s and end with David Walker’s Stewardship Code last update in 2014.

Companies Act 2006 and its impact

After the advent of the Companies Act there were a lot of changes in company law, this particular
heading of the essay would focus on the changes brought to the laws and its impact on the
Corporate Governance Code. I will address whether it had a positive impact or a negative one.

A Comparative Analysis with developed and under-developed nations (India, China, Bangladesh,
USA, Russia, Australia)

After the analysis of the development and implementation of the Corporate Governance Code in
the UK a comparative analysis would take place, in order to firstly see what kind of rules and
regulations are followed in a specific country and whether it is any good to UK or not. Lastly this
heading would try to answer whether a convergence of Corporate Governance law would lead
to success in Global economy.

Conclusion

The conclusion’s overall purpose is to ensure an independent and fair board of Directors is to
reassure the investors and ensure a stable economy. Recommendations after a comparative
study would be ensured after going through the loopholes of laws and answer the question as to
whether uniformity of law is the right way of ensuring an effective corporate governance code.
Evaluation:
The evaluation of the whole thesis with regards to the research work done ensures that the
Corporate Governance Code in UK is an ever developing Code with time and needs of the society.
A qualitative approach was taken to research the area of law in question in order to find out the
historical position of the Corporate Governance Code and its development i.e from the Cadbury
Committee to the Stewardship Code in 2014. The thesis would include case laws and legal
provisions in order to clarify the queries and the development and the impact of the Corporate
Governance Code will be justified including argument from both nationally and international
rationale.

The second half of the question requires a comparative study with different countries around the
world in order to find a uniform corporate governance law to ensure a stable economy. The
answer to the question would also include ways to improve the UK Corporate Governance further
and recommendations will be mentioned by evaluating the critical analysis done on the
application of the Corporate Governance Codes. How the Companies Act 2006 has impacted the
rules and regulations in UK will also be considered. The convergence and divergence from the
traditional viewpoint of the Corporate Governance Codes would dominate the second part of the
question. On the other hand, finding the absolute answer would not be that simple but rather
the thesis would direct to make the comprehension on the examined region of law to give any
proposals in such manner. The extraordinary attributes of this proposal would be found in its
testing and capacity to make a new beginning in this field.
Bibliography

Legislation/Statute:
Companies Act 2006
Directive 2006/46

Books:

 J. Robert Brown. Corporate Governance: Cases and Materials. 2013

 J. Solomon. Corporate Governance and Accountability. Jill Solomon 4th Edition. 2013
 Dr Andreas M. Fleckner and Professor Klaus J. Hopt Comparative Corporate Governance:
A Functional and International Analysis (International Corporate Law and Financial
Market Regulation).
2013
 Paul Davies, Klaus Hopt, Richard Nowak and Gerard van Solinge. Corporate Boards in
European Law: A Comparative Analysis 1st Edition. 2014
Journals:

 Report of the Committee on the Financial Aspects of Corporate Governance’, 1 December

1992.
 Directors’ Remuneration', Report of a Study Group chaired by Sir Richard Greenbury, 17
July 1995.Greenbury Code, section 2.3.
 Committee on Corporate Governance: Final Report (the Hampel Report) (Gee Publishing
Ltd, January 1998).

Online Sources:
 https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/Developments-
in-Corporate-Governance-and-Stewardsh.pdf
 http://ec.europa.eu/internal_market/company/docs/corpgov/corp-gov-codes-rpt-
part1_en.pdf
 http://www.asaub.edu.bd/data/asaubreview/v4n2sl19.pdf
 Westlaw
 LexisNexis