Directors' decisions and the law : promoting success / Alice Belcher.
2014
KD2089 .B45 2014 (Map It)
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Details
Title
Directors' decisions and the law : promoting success / Alice Belcher.
Published
Milton Park, Abingdon, Oxon ; New York, NY : Routledge, 2014.
Call Number
KD2089 .B45 2014
ISBN
9780415671934 (hardback)
0415671930 (hardback)
9780203714379 (ebk.)
0203714377 (ebk.)
0415671930 (hardback)
9780203714379 (ebk.)
0203714377 (ebk.)
Description
xvi, 224 pages ; 24 cm.
System Control No.
(OCoLC)754732305
Summary
"Directors are key decision-makers in any organisation whether it is in the public sector, a family business or a transnational company. The UK Companies Act 2006 codified directors' duties for the first time with one of the duties listed as being "would be most likely to promote the success of the company for the benefit of its members as a whole". This book addresses key tensions and problems involved in director's duties and responsibilities in promoting success, including issues surrounding trust, risk and uncertainty, corporate culture and credibility, collective responsibility and the degree of control. The book considers directors' decision making not only in the private sector but also in, and between, public sector organisations and it explicitly examines aspects of decision-making when organisations are in, or close to, financial distress. The book whilst mostly rooted in UK law draws on the company law in other jurisdictions including the USA, Germany and Australia.The book makes use of an interdisciplinary approach, using management theory, economic theory and other areas such as behavioural studies to look at both what directors should do and they actually do. In doing so it addresses issues key to the understanding of corporate governance especially in light of the recent financial crisis"-- Provided by publisher.
"Directors are key decision-makers in any organisation, whether it is in the public sector, a family business or a transnational company. The UK Companies Act 2006 codified directors' duties for the first time and describes the director as the 'most likely to promote the success of the company for the benefit of its members as a whole'. This book addresses key tensions and problems involved in the duties and responsibilities of the director in promoting success, including corporate culture and credibility, trust, risk and uncertainty, collective responsibility, and the degree of control. The book considers directors' decision-making in both private and public sector organisations and explicitly examines aspects of decision-making during periods of financial distress. The book compares the legal contexts of director's decisions in the UK to those of the USA, Germany and Australia, and takes an interdisciplinary approach in its combination of management theory, economic theory and behavioural studies. In doing so the book addresses issues key to the understanding of corporate governance in light of recent financial crises"-- Provided by publisher.
"Directors are key decision-makers in any organisation, whether it is in the public sector, a family business or a transnational company. The UK Companies Act 2006 codified directors' duties for the first time and describes the director as the 'most likely to promote the success of the company for the benefit of its members as a whole'. This book addresses key tensions and problems involved in the duties and responsibilities of the director in promoting success, including corporate culture and credibility, trust, risk and uncertainty, collective responsibility, and the degree of control. The book considers directors' decision-making in both private and public sector organisations and explicitly examines aspects of decision-making during periods of financial distress. The book compares the legal contexts of director's decisions in the UK to those of the USA, Germany and Australia, and takes an interdisciplinary approach in its combination of management theory, economic theory and behavioural studies. In doing so the book addresses issues key to the understanding of corporate governance in light of recent financial crises"-- Provided by publisher.
Bibliography, etc. Note
Includes bibliographical references and index.
Record Appears in
Table of Contents
Acknowledgements
viii
Table of cases
ix
Table of statutes
xiii
1.
Introduction
1
1.1.
Introduction
1
1.2.
Directors through the lens of the company
3
1.3.
Directors through the lens of Strategy
11
1.4.
Directors through the lens of Economics
17
pt. I
Contexts
25
2.
Directors in the private sector
27
2.1.
Introduction
27
2.2.
More on the theory of the firm
27
2.3.
Directors and corporate governance codes
35
2.4.
Has "corporate governance" failed?
46
3.
Directors in the public sector
49
3.1.
Introduction
49
3.2.
Author's experience as a non-executive director
51
3.3.
"Promoting success": what this could mean for a public sector body
54
3.4.
Top-down governance: government policy and its impact on public bodies
56
3.5.
Bottom-up governance: the recent emphasis on public consultations and participation in the affairs of public bodies
58
3.6.
Democracy and representation: the directly elected members' pilot schemes in Scotland
60
3.7.
Conclusions
68
4.
Directors of organisations in, or close to, financial distress
71
4.1.
Introduction: when insolvency rules take over from company law rules
71
4.2.
How directors can attempt to assess financial difficulties
75
4.3.
Directors' responsibilities on the cusp of insolvency
78
4.4.
Consequences for directors: personal liability and disqualification
82
pt. II
Themes
87
5.
Trust
89
5.1.
Introduction
89
5.2.
The concept of trust
90
5.3.
Trust in the directors' duties to the company
97
5.4.
Trust between directors
101
5.5.
Conclusions
103
6.
Risk and uncertainty
105
6.1.
Background
105
6.2.
Risk assessment and the law
106
6.3.
Risk management and corporate governance
114
6.4.
Problems of decision-making under risk
116
6.5.
Risk and Knightian uncertainty
123
6.6.
Conclusions
127
7.
Corporate culture and climate
128
7.1.
Introduction
128
7.2.
Directors' responsibilities for corporate culture
131
7.3.
Possible evidence
136
7.4.
Culture and climate
136
7.5.
Culture and compliance programmes
141
8.
Communication and credibility
145
8.1.
Asymmetry of information
145
8.2.
Decisions, information and news: the economics of information
145
8.3.
Accounts: company law requirements and their problems
150
8.4.
The place and value of the audit
154
8.5.
The audit committee as a governance mechanism
160
8.6.
Credibility
161
pt. III
Levels
163
9.
Individual responsibilities
165
9.1.
Introduction
165
9.2.
Directors' responsibilities to obtain information and exercise skill
169
9.3.
Board papers, board meetings and minutes
174
9.4.
Responsibilities in specific roles
175
9.5.
Consequences for directors
177
10.
Collective responsibility of company directors
178
10.1.
Introduction
178
10.2.
Individual and collective responsibility in a corporate setting
179
10.3.
Philosophical approaches to collective responsibility
192
10.4.
Public law approaches to collective responsibility
200
10.5.
Summary, limitations and conclusions
202
11.
Governance between organisations
205
11.1.
Introduction
205
11.2.
Governance between organisations in the private sector
207
11.3.
Bringing the threads together
209
Index
211