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List the driving forces for the development of governance codes:
• Focuses
on
objectives
rather
than
the
means
by
which
these
objectives
will
be
achieved
• Principles-‐based
approach
can
deal
with
those
areas
of
corporate
governance
where
rules
cannot
easily
be
applied
e.g.
internal
control
• Can
be
applied
across
different
legal
jurisdictions
• Companies
can
deviate
from
a
principle
on
a
comply
or
explain
basis
• Principles-‐based
approaches
have
often
been
adopted
in
jurisdictions
where
the
governing
bodies
of
stock
markets
have
had
the
prime
role
in
setting
standards
for
companies
to
follow
• Principle-‐based
approach
has
greater
flexibility
than
if
it
was
underpinned
by
legal
requirements
• It
avoids
the
need
for
inflexible
legislation
that
companies
have
to
comply
with
even
though
the
legislation
is
not
appropriate
• It
is
less
burdensome
in
terms
of
time
and
expenditure
• It
allows
companies
to
develop
their
own
approach
to
corporate
governance
that
is
appropriate
for
their
circumstances
• Enforcement
on
a
comply
or
explain
basis
provides
the
means
that
businesses
can
explain
why
they
have
departed
from
the
specific
provisions
• It
accompanied
by
disclosure
requirements
puts
the
emphasis
on
investors
making
up
their
own
minds
about
what
businesses
are
doing
What
are
the
criticisms
of
a
principles-‐based
approach?
• Principles
are
so
broad
that
they
are
of
very
little
use
as
a
guide
to
best
corporate
governance
practice
• Investors
cannot
be
confident
of
consistency
of
approach.
Clear
rules
mean
that
the
same
standards
apply
to
all
directors
• Principals-‐based
approach
may
cause
confusion
over
what
is
compulsory
and
what
isn’t.
Codes
may
state
that
they
are
not
prescriptive
but
codes
effectively
become
rules
once
they
are
adopted
but
the
local
stock
exchange
and
companies
must
comply
in
order
to
retain
their
listing
• Some
companies
may
perceive
a
principles-‐based
approach
as
non-‐binding
and
fail
to
comply
without
giving
an
adequate
explanation
(a
rules-‐based
approach
backed
by
criminal
sanctions
may
give
shareholders
more
confidence
that
the
company
and
its
directors
are
complying)
This
is
where
most
companies
listed
on
the
stock
exchange
are
owned
and
controlled
by
a
small
number
of
major
shareholders.
Examples
include
banks,
other
companies,
the
government
or
members
of
the
companies
founding
families.
Outsider
systems
are
ones
where
shareholding
is
more
widely
dispersed,
and
there
is
the
manager-‐ownership
separation.
• Separation
of
ownership
and
management
leads
to
a
healthy
development
of
governance
to
protect
shareholders
• Shareholders
have
voting
rights
that
they
can
use
to
exercise
control
• Hostile
takeovers
are
far
more
frequent,
and
the
threat
of
these
acts
as
a
disciplining
mechanism
on
company
management
What
are
the
disadvantages
of
outsider
systems?
What are some of the provisions of the Cadbury report?
How has the Greenbury code impacted on the development on corporate governance?
The
Greenbury
code
went
beyond
the
Cadbury
code.
It
recommends
that
the
remuneration
committee
should
determine
executive
directors’
remuneration
and
that
this
committee
should
be
comprised
solely
of
non-‐executive
directors
and
that
directors’
service
contract
should
be
limited
to
one
year.
How has the Hampel report impacted on the development of corporate governance?
Too
often
companies
would
treat
the
codes
as
sets
of
prescribed
rules.
The
shareholders
or
their
advisers
would
only
be
interested
in
whether
the
letter
of
the
rule
has
been
complied
with.
The
substance
of
the
“Hampel
Report”,
therefore,
is
in
favour
of
relaxing
the
regulatory
burden
on
companies
but
also
discouraging
the
treatment
of
corporate
governance
codes
as
sets
of
rules
i.e.
judging
companies
on
whether
they
have
complied
or
not
(box-‐ticking).
It
also
accepts
that
there
are
guidelines
that
will
normally
be
appropriate
but
also
accepts
that
there
are
valid
reasons
for
exceptions.
How has the King report impacted on the development of corporate governance?
The
King
report
differs
in
emphasis
from
other
guidance
by
advocating
an
integrated
approach
to
corporate
governance
in
the
interest
of
a
wide
range
of
stakeholders
embracing
the
social
environmental
and
economic
aspects
of
a
company’s
activities.
(Stockholder
theory)
How has the Singapore code impacted on the development of corporate governance?
It
take
a
similar
approach
to
the
UK
Corporate
Governance
Code
with
the
emphasis
being
on
companies
giving
a
detailed
description
of
their
governance
practices
and
explaining
and
deviation
from
the
code.
THE END.