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Corporate governance in the UK: Is the comply or explain approach working?

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  • Arcot, Sridhar
  • Bruno, Valentina
  • Faure-Grimaud, Antoine

Abstract

We examine the effectiveness of the "Comply or Explain" approach to corporate governance in the UK. Using a unique database of 245 non-financial companies for the period of 1998-2004, we find an increasing trend of compliance with the Combined Code, but a frequent use of standard explanations in case of non-compliance. We show how the Combined Code has been interpreted and applied, and we discuss the existence of enforcement and monitoring problems. We make recommendations so that the approach could be strengthened with the greatest possible benefits.

Suggested Citation

  • Arcot, Sridhar & Bruno, Valentina & Faure-Grimaud, Antoine, 2010. "Corporate governance in the UK: Is the comply or explain approach working?," International Review of Law and Economics, Elsevier, vol. 30(2), pages 193-201, June.
  • Handle: RePEc:eee:irlaec:v:30:y:2010:i:2:p:193-201
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    References listed on IDEAS

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    1. Becht, Marco & Bolton, Patrick & Roell, Ailsa, 2003. "Corporate governance and control," Handbook of the Economics of Finance,in: G.M. Constantinides & M. Harris & R. M. Stulz (ed.), Handbook of the Economics of Finance, edition 1, volume 1, chapter 1, pages 1-109 Elsevier.
    2. Boone, Audra L. & Casares Field, Laura & Karpoff, Jonathan M. & Raheja, Charu G., 2007. "The determinants of corporate board size and composition: An empirical analysis," Journal of Financial Economics, Elsevier, vol. 85(1), pages 66-101, July.
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    Cited by:

    1. repec:kap:jmgtgv:v:21:y:2017:i:3:d:10.1007_s10997-016-9366-0 is not listed on IDEAS
    2. repec:kap:jbuset:v:142:y:2017:i:2:d:10.1007_s10551-015-2752-8 is not listed on IDEAS
    3. Björn Fasterling, 2012. "Development of Norms Through Compliance Disclosure," Journal of Business Ethics, Springer, vol. 106(1), pages 73-87, March.
    4. Talaulicar Till, 2011. "Normierungseffekte der Co-Regulierung von Standards guter Corporate Governance / Normative effects of co-regulatory regimes of corporate governance," ORDO. Jahrbuch für die Ordnung von Wirtschaft und Gesellschaft, De Gruyter, vol. 62(1), pages 269-296, January.
    5. Mallin, Chris & Melis, Andrea & Gaia, Silvia, 2015. "The remuneration of independent directors in the UK and Italy: An empirical analysis based on agency theory," International Business Review, Elsevier, vol. 24(2), pages 175-186.
    6. repec:eee:fambus:v:8:y:2017:i:4:p:237-247 is not listed on IDEAS
    7. Adel Elgharbawy & Magdy Abdel-Kader, 2013. "Enterprise governance and value-based management: a theoretical contingency framework," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 17(1), pages 99-129, February.
    8. Emilia Tomczyk & Maria Aluchna, 2015. "Shareholder structure and compliance with the board best practice: econometric analysis," Applied Econometrics Papers, Department of Applied Econometrics, Warsaw School of Economics, vol. 2(1), pages 51-75.
    9. Humphery-Jenner, Mark, 2012. "The impact of the EU takeover directive on takeover performance and empire building," Journal of Corporate Finance, Elsevier, vol. 18(2), pages 254-272.
    10. Philip J. Shrives & Niamh Brennan, 2015. "A typology for exploring the quality of explanations for non-compliance with UK corporate governance regulations," Open Access publications 10197/7419, Research Repository, University College Dublin.
    11. Paul Sanderson & David Seidl & John Roberts, 2013. "The Limits of Flexible Regulation: Managers' Perceptions of Corporate Governance Codes and 'Comply-or-Explain'," Working Papers wp439, Centre for Business Research, University of Cambridge.
    12. Gerner-Beuerle, Carsten, 2014. "Determinants of corporate governance codes," LSE Research Online Documents on Economics 55828, London School of Economics and Political Science, LSE Library.
    13. David Seidl & Paul Sanderson & John Roberts, 2013. "Applying the ‘comply-or-explain’ principle: discursive legitimacy tactics with regard to codes of corporate governance," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 17(3), pages 791-826, August.

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