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Creating better boards through codification: Possibilities and limitations in UK corporate governance, 1992–2010

2012/09/30 by Donald Nordberg, Terry McNulty · 49 citations
Business, Management and Accounting · #Accountability #Accounting #Business #Code (set theory) #Computer science #Corporate Finance and Governance #Corporate Governance and Law #Corporate Insolvency and Governance #Corporate governance #Corporate law #Corporation #Finance #Independence (probability theory) #Law #Political science #Process (computing) #Public relations #Set (abstract data type)

paper · doi:10.1080/00076791.2012.712964

published in Business History 55(3), 348-374 (Taylor & Francis)

openalex publication_date 2012/09/30 · openalex created_date 2025/10/10 · openalex updated_date 2026/07/29

Abstract

Since the beginnings of the global debate over corporate governance in the early 1990s, academics, practitioners and policymakers have focused on changing boards of directors to improve corporate governance. The financial crisis of 2007–09 arose despite two decades of codification of corporation governance, a process that continues in the light of concern about corporate performance and accountability: codes have not eliminated the problems they set out to address. Analysing the three main versions of the UK code of corporate governance, we see a shifting discourse of ‘structures’ in Cadbury to ‘independence’ under the reforms in 2003, and then in the 2010 iteration towards ‘behaviour’, as the code seeks to improve boards as mechanisms of corporate governance. The evolution in the language and recommendations of the code reveals growing understanding both of the practical challenge of board effectiveness and of the limitations to codification.

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