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Vol 23 No 5 May/June 2018

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Drafting Commercial Agreements

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A Practical Guide to Corporate Governance 5th ed

Edited by: Mark Cardale

ISBN13: 9780414030978
Previous Edition ISBN: 9780414042384
Published: August 2014
Publisher: Sweet & Maxwell Ltd
Country of Publication: UK
Format: Hardback
Price: £239.00

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The new 5th edition of A Practical Guide to Corporate Governance provides expert guidance through the most recent corporate governance regulations as they apply to both public and private companies.

It incorporates wide-ranging recent changes, including the 2012 UK Corporate Governance Code, the 2012 Stewardship Code, new guidance on the 'Turnbull Criteria', the Kay Review, and new regulations for the reporting of executive remuneration.

  • Explains the law relating to corporate governance, what it entails, what the requirements are for compliance, and what constitutes best practice
  • Covers the roles, duties and liabilities of Directors and Company Secretaries
  • Looks at how the board operates and goes through the rules governing board meetings
  • Deals with public companies' financial reporting, and the internal and external audit process
  • Sets out the sanctions which the Financial Conduct Authority can impose in terms of financial penalties and public censure of companies
  • Looks at risk management and internal control measures
  • Clarifies the rules on reporting to and communicating with shareholders, their rights and conduct of the AGM
  • Discusses institutional shareholder activism
  • Addresses corporate social responsibility
  • Covers governance of pension funds and in the voluntary sector
  • Includes coverage of the regulatory framework at EU and EU Member State level and in the US and how they affect UK businesses
  • Reproduces key guidelines and legislation

Company Law
Definition, Background, Development and Purpose of Corporate Governance
The Legal and Regulatory Regime in the UK
The Legislative Environment for Corporate Governance in the EU
The Governance of Banks and other Financial Institutions
Delivering Proportionate and Effective Governance to Small and Medium-Size Quoted Companies
The Board: its Role, Structure and Composition
Directors: their duties and other legal issues
The Effective Board: board meetings, decision making and other considerations
The Chairman
The Non-executive director
The Company Secretary
Board meetings - the basic rules
Board Evaluations
External audit, Internal audit and the Audit Committee
Directors’ Remuneration
Practical risk management
D&O insurance
Corporate Social Responsibility
Communicating with shareholders: legal and regulatory framework, and the annual report
Narrative reporting
Financial reporting
The Annual General Meeting
Stewardship and Shareholder Activism - part 1
Stewardship and Shareholder Activism - part 2 : case study
Companies and their Owners - how they Engage: a historical and personal perspective
Public Sector Governance
The Voluntary and Community Sector
Governance in the NHS
Pension Funds (and Governance of Fund Managers)
US Corporate Governance: an Overview of Key Requirements for Foreign Private Issuers