Chambers' Corporate Governance Handbook

Part A: Effective Boards and Directors Chapter A1 The Effective Board Chapter A2 Considering Joining a Board Chapter A3 Independence Issues Chapter A4 Resigning a Directorship Chapter A5 Board Committees Chapter A6 Board Policies and Policy Statements Chapter A7 SME and Family Company Corporate Governance Chapter A8 Governance of International Organisations Chapter A9 Directors with Company Loans: Independence and Conflict of Interest Implications Chapter A10 Corporate Governance Disclosures for Smaller and Private Companies Part B: Contributed Chapters Chapter B1 Avoiding the Pitfalls in Running a Private Company Chapter B2 Evaluating Board Effectiveness Chapter B3 Diversity: Making it to the Top Chapter B4 The Chairman’s Perspective Chapter B5 The Non-Executive Director’s Perspective Chapter B6 The Effective Board Chapter B7 Survey of Non-Executive Directors’ Views Chapter B8 A job for the girls! – Creating female chairmen before the lights go out Chapter B9 Independent external board reviews Chapter B10 HR on the Board? Part C: Understanding Corporate Governance Chapter C1 Understanding Corporate Governance Chapter C2 Grand Themes in Corporate Governance Chapter C3 Applying the Theories that Underpin Corporate Governance Chapter C4 Do Non-Executive Directors Add Value? Chapter C5 Corporate Social Responsibility, Integrated Reporting and Sustainability Chapter C6 Culture, Ethics and the Board Chapter C7 Leadership Part D: Corporate Governance in Practice Chapter D1 The UK’s Companies Act 2006 – Corporate Governance Issues Chapter D2 The UK Approach to Corporate Governance Chapter D3 Critique of UK Corporate Governance Chapter D4 The Walker Review of Corporate Governance in UK Banks and other Financial Industry Entities Chapter D5 Checklist to Benchmark Corporate Governance Practice in the Context of the UK Corporate Governance Code Chapter D6 British Governance Standard (2013) – Code of Practice for Delivering Effective Governance of Organizations Chapter D7 Gulf Corporate Governance Part E: Board Committees Chapter E1 Overview of Audit Committee Responsibilities Chapter E2 Effective and Efficient Conduct of Audit Committee Business Chapter E3 Audit Committees and Sarbanes-Oxley in the UK Chapter E4 Audit Committee Oversight of Published Information Chapter E5 Audit Committee Oversight of Risk Management and Internal Control Chapter E6 Audit Committee Oversight of External Audit Chapter E7 Audit Committee Oversight of Internal Audit and other Review Agencies Chapter E8 The Development of Audit Committees over Time Chapter E9 Board Risk Committees Chapter E10 Board Remuneration Committees Chapter E11 Board Nomination Committees Chapter E12 The Senior Independent Director (SID) Part F: The Corporate Governance Journey Chapter F1 The Corporate Governance Framework Chapter F2 Evolution of the UK Code and the Impact of Higgs and Smith Chapter F3 Recent UK Corporate Governance Code Developments to 2018 Chapter F4 From a Free Market Towards a Social Market UK Model Part G: Risk Management, Internal Control and Internal Audit Chapter G1 The Risk Conversation at Board Level Chapter G2 Risk Management and Internal Control Chapter G3 Three Lines of Defence Chapter G4 Recalibrating Internal Audit Chapter G5 Positioning internal audit for effective CSR and ESG Part H: External Oversight Chapter H1 External Control Chapter H2 Is Audit failing the Global Capital Markets? APPENDICES Appendix 1 The UK Corporate Governance Code, July 2018 Appendix 2 The UK Stewardship Code Appendix 3 The Chartered Director (CDir) Qualification Appendix 4 Board Committees – Terms of Reference Appendix 5 Suggestions for Good Practice from the Higgs Report Appendix 6 Cadbury, Greenbury and 1998 Combined Codes Appendix 7 Internal Auditing’s Mission, Principles, Definition and Code of Ethics Appendix 7 Internal Auditing’s Mission, Principles, Definition and Code of Ethics Appendix 8 International Standards for the Professional Practice of Internal Auditing Appendix 9 Independent External Board Evaluations Code of Practice