The Principle of 'Comply or Explain' Underpinning the UK Corporate Governance Regulation: Is There a Need for a Change?

Author(s):  
George C. Hadjikyprianou
2016 ◽  
Vol 16 (4) ◽  
pp. 765-784 ◽  
Author(s):  
Adel Elgharbawy ◽  
Magdy Abdel-Kader

Purpose This paper aims to investigate the possible trade-off between accountability and enterprise in the context of comply or explain governance. The issue was addressed through examining the effect of compliance with the corporate governance code (CGC) on corporate entrepreneurship (CE) and organisational performance. Design/methodology/approach Based on cross-sectional survey and content analysis of annual reports, the level of CE and compliance with the CGC were measured in the large and medium-listed companies in the UK during 2010. Partial least squares structural equation modelling (PLS-SEM) was used for data analysis. Findings The results suggest no conflict between compliance with the CGC and CE in the UK, which can be attributed to the flexibility of the “comply or explain” approach. This implies that no trade-off between accountability and enterprise in the context of comply or explain governance. Practical implications The study provides evidence in support of the regulatory governance framework in the UK and the comply or explain approach at large. This evidence contributes to the debate on the rules-based or principles-based governance, which may affect future CG regulations. It can also guide the directors to achieve the balance between their conformance and performance roles. Originality/value The study bridges the gap between CG and CE disciplines through developing a theoretical model that integrate contingency and agency theories lenses. Adopting a holistic approach provides insights into the relationships between CG and CE, rather than investigating the effect of each of these practices separately on organisational performance.


2020 ◽  
pp. 107-126
Author(s):  
Lee Roach

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It also discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.


Author(s):  
Lee Roach

EachConcentraterevision guide is packed with essential information, key cases, revision tips, exam Q&As, and more.Concentratesshow you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses corporate governance in the UK, beginning with a discussion of the development of the UK’s corporate governance system. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It then discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.


Author(s):  
Lee Roach

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the UK corporate governance system and some of the key corporate governance topics. It begins by looking at what corporate governance is and how the UK’s corporate governance system has evolved. The chapter then discusses the effectiveness of the ‘comply or explain’ approach. It then discusses a number of key corporate governance mechanisms, namely institutional investors, non-executive directors, and directors’ remuneration.


2010 ◽  
Vol 30 (2) ◽  
pp. 193-201 ◽  
Author(s):  
Sridhar Arcot ◽  
Valentina Bruno ◽  
Antoine Faure-Grimaud

Legal Studies ◽  
2014 ◽  
Vol 34 (2) ◽  
pp. 279-304 ◽  
Author(s):  
Andrew Keay

At the heart of the voluntary corporate governance code in the UK and elsewhere is the concept of ‘comply or explain’. It provides that a company is to comply with a code's provision; but if it does not do so, then it is to state that it does not and explain why it does not. There is no provision in the UK for any statements by companies to be assessed by any regulatory body. It is incumbent on the markets generally and the company's shareholders specifically to determine whether the response of the company to code provisions does enough, and then to take some action if they do not. The aim of comply or explain is to empower shareholders to make an informed evaluation as to whether non-compliance is justified, given the company's circumstances. This paper assesses whether the present scheme, which relies on the stewardship of shareholders and the efficiency of the markets, should continue, or whether a regulatory body should be empowered to determine whether companies are in fact complying with code provisions or, if not, whether they are providing adequate explanations for not complying.


Abacus ◽  
2020 ◽  
Vol 56 (4) ◽  
pp. 602-626
Author(s):  
John Roberts ◽  
Paul Sanderson ◽  
David Seidl ◽  
Antonije Krivokapic

This study investigates whether corporate governance matters with regards to the dividend policy in Indonesian companies. Previous studies on this subject have mostly been done in developed countries, which have adopted the common law, such as in the US and the UK. This study uses 26 companies operating in the finance industry. Secondary data is used from several sources, such as the annual report and financial statement and related websites. This study uses an independent sample t-test to analyse the data. Corporate governance matters for dividend policy in Indonesian companies. It is evidenced by the fact that there is a significant differ ence in managerial ownership and board size between dividend paid and dividend not paid. Profitability also differs between dividend paid and dividend not paid companies; companies with higher profitability tend to pay dividend. This study provides empirical evidence that corporate governance matters for dividend policy in Indonesian companies. There are two contributions of this study: the result confirms the resource dependence theory and the convergence governance hypothesis.


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