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By Iryna Riabchych

The principle of comply or explain in UK corporate governance does not work. The
accountability and performance of UK companies would be significantly improved if the
Codes recommendations were placed directly on a statutory footing and supported with
formal legal sanctions for non-compliance. Do you agree?
This paper is about Corporate Governance and mechanisms by which it is controlled and monitored
in the UK. In my opinion the above statement underestimates the role of comply or explain
principle and by weighting the pros and cons of this approach I will try to prove that it is an
effective instrument of good corporate governance.
INTRODUCTION
There are different models of corporate governance and vast amount of debates on this notion.
Historically, Anglo-American approach emphasised the interests of shareholders. During the 1970s
and 1980s analysis of corporate governance focused pretty much exclusively on US corporations.
Thus, Ralph Nader, Mark Green and Joel Seligman were among the first in the US to formulate
corporate governance in 1976.1
According to them, since the management of corporate governance was extremely ineffective,
shareholders shall elect directors who are authorised to manage the corporation who in turn would
delegate to executives serving as corporate officers. They also highlighted that corporate
governance shall be reformed by legal instrument of federal laws where internal auditor bares
accountability for restricting management from violations of law and breaches of trust. 2 Their
position was similar to another academic writer Melvin Eisenberg who stated that majority of
director shall be independent of management and the boards instead shall adopt managerial
responsibility.3
In the UK, corporate governance attracted little attention prior to 1990s. The activity began to
change in 1991 when the Committee on the Financial Aspects of Corporate Governance was
1 B. R. Cheffins, The History of Corporate Governance , University of Cambridge and ECGI, 2012, Electronic
Working Paper Series, available at: http://papers.ssrn.com/sol3/papers.cfm?
abstract_id=1975404&rec=1&srcabs=94034&alg=1&pos=7
2 Ibid 1, p5
3 Ibid 1, p18

By Iryna Riabchych
established with Sir Adrian Cadbury as a chairman of the Committee. 4 Coincidentally, soon after
that a number of large British public companies collapsed due to the lack of accountability on the
part of top executives. Also, at that time Britain was in the midst of a recession with managerial
defect left unaddressed by ineffective boards causing Britains economic standing to suffer.
The Cadbury Committee enclosed its recommendations in a Code of Best Practice which has been
added as an appendix to the London Stock Exchanges listing rules, with listed companies
becoming obliged either to comply with the provisions of the Code or explain why they had failed
to do so. The Cadbury Code soon became a model for the development of corporate governance
codes in different countries around the world.5
DEBATES AROUND COMPLY OR EXPLAIN PRINCIPLE
Comply or explain is an approach that covers much of the content of the UK Corporate
Governance Code 2014 and contains over 50 provisions that set out over 110 instances of what
companies, board, directors and others should do. The main problem of this principle is that there
are no requirements to comply with these provisions and companies may decide not to do so by
simply providing an explanation of non-compliance. 6
Provisions applied on a comply or explain basis set out main instruments of UK corporate
governance. For instance, the roles of chairman and chief executive should not be exercised by the
same person; the board should appoint a senior independent director; at least half of the board
excluding a chairman should comprise independent non-executive directors; there are should be
committees on nomination, audit and remuneration and separate sections of the annual report
describing the work of nomination and audit committees, the directors should have access to
professional independent advice and the services of the company secretary.7
It is important to note that comply or explain principle is not simply about having no
4 Ibid 1, p18
5 B. R. Cheffins, The History of Corporate Governance , University of Cambridge and ECGI, 2012, p.19, Electronic
Working Paper Series, available at: http://papers.ssrn.com/sol3/papers.cfm?
abstract_id=1975404&rec=1&srcabs=94034&alg=1&pos=7
6 ICAEW When is comply or explain the right approach, London, ICAEW TECDIGI, 2013.Available at:
http://www.icaew.com/en/technical/corporate-governance/dialogue-in-corporate-governance/when-is-comply-orexplain-the-right-approach Accessed on: 11/04/2016
7 Ibid 6

By Iryna Riabchych
requirements and that departures from the code provisions do not necessarily lead to breaches as
long as the companies are ready to be transparent with accompanying explanations providing
insights into how companies improve their corporate governance.8
Moreover comply or explain provisions promote innovations because they can accommodate new
ideas. Another argument is that this principle also promotes proportionality by not imposing
requirements that are too heavy and costly particularly for smaller businesses.9
The UK Corporate Governance Code highlights the importance of trust between companies and
individuals in order to show genuine commitment to good governance. Thus, companies need to
trust that their explanations will be given proper consideration. According to the Code comply or
explain approach is a trademark of corporate governance in the UK and is the foundation of it's
flexibility. It goes that it is strongly supported by companies and shareholders alike and has been an
object of broad admiration and imitation internationally.10
According to the United Nations, comply or explain principle is a good practice of corporate
governance that shall be followed and encouraged whereby corporations disclose the extend to
which they comply with the local Code's recommendations and explain any deviations.11
Despite the above reasoning, there has been a lot of criticism that such principle does not simply
work in reality and that accountability and performance of UK companies cannot be effective
without regulatory intervention. Investors, for instance, argued that non-compliance explanations
are often vague and sketchy and that such flexibility of comply or explain principle does not serve
effectively towards good corporate governance. It has also been said that multitude creative

8 B. Tricker, Corporate Governance: Principles, Policies and Practices 2nd edition, Oxford, Oxford University
Press, 2012. Available at: https://books.google.co.uk/books?
id=MamU3RJ1fqcC&printsec=frontcover&dq=3.+Bob+Tricker,+Corporate+Governance:+Principles,
+Policies+and+Practices&hl=en&sa=X&ved=0ahUKEwjTgb6yyPrLAhVM1xQKHUoaB70Q6AEIHDAA#v=onep
age&q=3.%20Bob%20Tricker%2C%20Corporate%20Governance%3A%20Principles%2C%20Policies%20and
%20Practices&f=false
9 Ibid 8
10 FRC,UK Corporate Governance Code 2014, London, Financial Reporting Council Limited, 2014. Available at:
https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/UK-Corporate-Governance-Code-2014.pdf
11 UNCTAD, United Nations Conference on Trade and Development, Guidance on Good Practices in Corporate
Governance Disclosure, New York and Geneva, United Nations, 2006. Available at:
http://unctad.org/en/docs/iteteb20063_en.pdf

By Iryna Riabchych
accounting practices were used by executives to mislead rather than inform shareholders and noncompliance negatively affects market perception which outweighs all the benefits of the principle.
As a result there has been a call for reforms in this area in order to tackle these deficiencies. 12 All
of the reforms after Cadbury had as their primary objective the improvement of the traditional
governance by the disclosure system.
Due to increased complexity of business operations and lack of transparency in financial reporting
methods and management control over boards, poor corporate performance and a number of
unexpected corporate collapses accountability through disclosure system based on comply or
explain principle was heavily criticised.13
In order to achieve legally binding effect of Code's recommendations it has been discussed that
soft law should be replaced with hard law and supported with formal legal sanctions for noncompliance. Improving executives' accountability to shareholders became an urgent priority
however no substantial changes to company law have been initiated. Reforms have rather been
restricted to general compliance with voluntary code, quality of information disclosures and calls to
institutional shareholders to become more active.14
In relation to the increase in regulation, Keasey, Short and Wright stated that there is a danger that
this will simply lead to more box-ticking by shareholders and companies alike. Moreover, they
argue that greater emphasis on legislation may bring a particular governance structure to be forced
upon all companies irrespective whether they are suitable for particular circumstances of the
company or not.15
According to them, legislative conceptualisation may turn comply or explain principle into comply
or else principle which might force the companies to adopt suboptimal governance structures in
12 K. Keasy, S. Thompson and M. Wright, Corporate Governance, Accountability, Enterprise and International
Comparisons, USA, John Wiley & Sons Ltd, 2005. Available at: http://www.untagsmd.ac.id/files/Perpustakaan_Digital_1/CORPORATE%20GOVERNANCE%20Corporate%20Governance%20%20Accountability,%20Enterprise%20and%20International%20Comparis.pdf
13 K. Keasy, S. Thompson and M. Wright, Corporate Governance, Accountability, Enterprise and International
Comparisons, USA, John Wiley & Sons Ltd, 2005. Available at: http://www.untagsmd.ac.id/files/Perpustakaan_Digital_1/CORPORATE%20GOVERNANCE%20Corporate%20Governance%20%20Accountability,%20Enterprise%20and%20International%20Comparis.pdf
14 Ibid 13
15 Ibid 13

By Iryna Riabchych
order to avoid possible sanctions for non-compliance. But it is important to remember that the aim
of corporate governance mechanisms is to support the efficient operation of the company and not to
hamper its performance by excessive rules.16
In order to prevent vague and sketchy explanations given by the companies, UK Corporate
Governance Code provided guidance on comply or explain with description of a meaningful
explanation. Thus, a company should include the background in their explanation, state a clear
rationale for actions being taken and describe any mitigating circumstances. In addition, where
deviation from particular activity is intended to be limited in time, the explanation should provide
when the company is intended to conform with the provision.17
And despite all concerns, comply or explain principle has proved to be an effective tool of
corporate governance. Thus, according to January 2016 FRC Annual Report on development in
corporate governance, level of compliance remains high with ninety per cent of companies
reporting that they either complied with all or nearly all of the provisions of the Corporate
Governance Code. Grant Thornton also note that the quality of explanations has significantly
improved with seventy per cent of companies provided their reasons fully.18
The 2012 Code revision included a recommendation that companies should put their external audit
contract out to tender at least every ten years. According to the Annual Report there has been a rise
from twenty seven to forty six companies that put their external audit engagement out to tender in
the period to 31 October 2015. However, from June 2016, in accordance with EU's Audit
Regulation and Directive, it will be mandatory to re-tender the audit at least every ten years for
public interest entities and change every twenty, so it is not clear yet whether comply or explain
principle will be still applicable to these provisions.19
Other 2012 changes to the Code brought new requirements for audit committees to provide more
details on their work, including descriptions of the issues considered in relation to the financial
statements and how they were addressed; how audit committee assessed the effectiveness of the
16 Ibid 13
17 FRC, Annual Report January 2016: Developments in Corporate Governance and Stewardship 2015, London,
Financial Reporting Council Limited, 2016. Available at: https://www.frc.org.uk/Our-Work/Publications/CorporateGovernance/Developments-in-Corporate-Governance-and-Stewa-(1).pdf
18 Ibid 17
19 Ibid 17

By Iryna Riabchych
external audit processes and their approach to appointing the auditor and safeguarding objectivity
and independence relative to the use of non-audit services. According to Grant Thorntons review,
overall disclosures in this area have improved with only four companies not giving an explanation.
For instance, seventy two per cent of companies provided a good or detailed explanation versus
sixty five per cent in 2014.20
Also positive changes monitored on overall quality of explanations in relation to non-compliance
where companies have combined chairman and CEO. And there had been an improvement recorded
within the quality of reporting on gender diversity. So, according to Grant Thornton there had been
an increase in the number of companies that provide detailed explanations of their gender diversity
policy and the considerations given to gender during the board appointment process.21
In connection to improvement of executive's accountability to shareholders, the Code included a
requirement in relation to companies explaining, when publishing meeting results, how they plan to
engage with shareholders when a significant percentage of them have voted against any resolution.
The aim is to change behaviour so that companies explain how they intend to engage with
shareholders in order to assess their concerns as well as establish how they intend to respond to
those concerns, although reporting on these may occur at different times.22
In addition, some scholars appealed to those who have equity in listed companies to abandon a
traditional bias in favour of inactivity and start acting as accountable owners.23
Similarly, Goergen, Renneboog and Zhang stated that since institutional investors are the largest
shareholders in most listed UK firms, it would be natural to expect them to monitor the companies
they invest in. Besides, in 2002 Institutional Shareholders Committee issued a statement on the
responsibilities of institutional shareholders, and despite rumours that some institutions have begun
to set clear agendas for shareholder activism there are grounds suggesting that in practice
20 Ibid 17
21 FRC, Annual Report January 2016: Developments in Corporate Governance and Stewardship 2015, London,
Financial Reporting Council Limited, 2016. Available at: https://www.frc.org.uk/Our-Work/Publications/CorporateGovernance/Developments-in-Corporate-Governance-and-Stewa-(1).pdf
22 ibid 21
23 B.R. Cheffins, The Stewardship Codes Achilles Heel 73, United Kingdom, Modern Law Review 1004, 2010.
Available at: http://onlinelibrary.wiley.com/doi/10.1111/j.1468-2230.2010.00828.x/epdf?
r3_referer=wol&tracking_action=preview_click&show_checkout=1&purchase_referrer=onlinelibrary.wiley.com&p
urchase_site_license=LICENSE_DENIED

By Iryna Riabchych
shareholders do not perform any monitoring and as a result they do not have any impact on
accountability of the company.24
According to Black and Coffee institutional activism in the UK will continue to be triggered due to
managerial failure. They think that the voices of institutional investors may help to establish new
corporate governance norms, like majority independent boards, and to influence inactive managers
to accept the new standards. Though, Black and Coffee believe that the dialogue between investors
will continue to be a game of bluff and counter-bluff, since institutions threaten to take steps that
both sides know are costly to them. On the other side scholars agreed that American institutional
investors are somewhat over-regulated and as such restrained from full participation in corporate
governance. Although other academics doubt that legal deficiency can serve as a central pillar of a
revised theory of shareholder passivity.25
In 2009 Sir David Walker recommended that the Financial Reporting Councils (FRC) remit
should be extended to cover the development and support of institutional investors in stewardship of
UK listed companies and that the FRC should ratify and review the Code on the Responsibilities of
Institutional Investors issued by the Institutional Shareholders Committee (ISC) and that this Code
should operate on a comply or explain basis with appropriately independent monitoring.26
Following this request, UK Stewardship Code was first published in July 2010 and took effect in
October 2012. This Code sets standards for investors for monitoring and engaging with the
companies they own and aims to improve the effectiveness of dialogue between investors and
companies

in order to

improve

long term risk adjusted

returns

to shareholders. 27

The Stewardship Code sets out a number of areas of good practice to which institutional investors
should aspire. Similarly to the UK Corporate Governance Code, this Code also operates on a
comply or explain basis and therefore requires UK authorised asset managers to report on whether
24 M. Goergen, L. Renneboog & C. Zhang, Do UK Institutional Shareholders Monitor their Investee Firms?, United
Kingdom, University of Sheffield Management School, 2008. Available at:
https://pure.uvt.nl/ws/files/975786/2008-38.pdf
25 B. Black & J. Coffee, Hail Britannia? Institutional Investor Behavior under Limited Regulation (1997) 92
Michigan Law Review 1997-2087, 1997. Available at:
http://www.law.harvard.edu/programs/corp_gov/papers/06.Black_10.5.05.pdf
26 FRC,Corporate Governance and Stewardship London, Financial Reporting Council Limited, 2016. Available at:
https://www.frc.org.uk/Our-Work/Codes-Standards/Corporate-governance/UK-Stewardship-Code.aspx
27 Ibid 26

By Iryna Riabchych
or not they apply the Code in order to make investors more accountable to their clients and
beneficiaries, as well as helping companies.28
Therefore, today not only companies but also all UK authorised asset managers are required to
provide a statement of commitment or explain why it is not appropriate to their businesses.
Financial Reporting Council believes that disclosures made in relation to the Code will assist
companies to understand the approach and expectations of their major shareholders. Also they will
assist those issuing mandates to asset managers to make a better informed choice, assist managers to
understand the expectations of currents and potential clients, and may help investors interested in
collective

engagement

to

identify

like

minded

institutions. 29

In addition, FRC encourages all institutional investors to publish a statement on their website of
the extent to which they have complied with the Code, and to notify the FRC when they have done
so and whenever the statement is updated.30
However the Code provides that responsibility for monitoring company performance does not rest
with fund managers alone. Thus, pension fund trustees and other asset owners can do so either
directly or indirectly through the mandates given to fund managers. It has been said that their
actions can have a significant impact on the quality and quantity of engagement with UK
companies. The FRC therefore encourages all institutional investors to report if and how they have
complied with the Code. The FRC also supports service providers to disclose how they carry out the
wishes of their clients with respect to each principle of the Code that is relevant to their activities.31
Despite these, just as with the corporate disclosure system, some scholars criticised comply or
explain principle in the light of shareholder involvement. For instance, Brian R. Cheffins expressed
doubts that Stewardship Code will adopt significant participation of shareholders in UK corporate
governance since it covers only institutional shareholders and not the key investors. 32 There has also
28 FCA, UK Stewardship Code 2012 London, Financial Reporting Council Limited, 2012. Available at:
https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/UK-Stewardship-Code-September-2012.pdf
29 FCA, UK Stewardship Code 2012 London, Financial Reporting Council Limited, 2012. Available at:
https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/UK-Stewardship-Code-September-2012.pdf
30 Ibid 29
31 Ibid 29
32 B.R. Cheffins, The Stewardship Codes Achilles Heel 73, United Kingdom, Modern Law Review 1004, 2010.
Available at: http://onlinelibrary.wiley.com/doi/10.1111/j.1468-2230.2010.00828.x/epdf?
r3_referer=wol&tracking_action=preview_click&show_checkout=1&purchase_referrer=onlinelibrary.wiley.com&p

By Iryna Riabchych
been some calls to harden the legislation within this area. However, academics like Keasey, Short
and Wright believe that the threat of legislation, for instance, to force voting on institutions might
cause an unexpected failure of corporate governance as a whole since compulsory voting does not
stand for informed voting.33
Contrary to all the anxiety around comply or explain principle, recent FRC Annual Report 2016 on
development in corporate governance, shows that Stewardship Code has significantly helped to
raise profile of stewardship discussion within investment. There has also been improvements in the
quality and quantity of investor monitoring and engagement. FRC though accepts that there is still
more to be done to promote best practice and to increase transparency in the market.34
The Report also shows that since 2013 over a quarter of investors felt that the dialogue had
improved and companies became more responsive. It is important to note that majority of company
respondents to ICSA survey felt that instead of penalising for non-compliance, those signatories that
comply to high standards should be recognised.35
CONCLUSION
As we have seen by the end of 20 th century corporate governance had clearly arrived and today the
term is typically used to analyse issues of managerial accountability, board structure and
shareholder involvement in publicly traded companies.

36

Board structure has been debated in the

corporate governance context since the 1970s and there always have been a feeling of conflict
between investors and managers and most likely will remain to be a matter for concern as long as
business activity is conducted through the corporate form.
In relation to debates on comply or explain principle, in my opinion this approach is a form of
urchase_site_license=LICENSE_DENIED
33 K. Keasy, S. Thompson and M. Wright, Corporate Governance, Accountability, Enterprise and International
Comparisons, USA, John Wiley & Sons Ltd, 2005. Available at: http://www.untagsmd.ac.id/files/Perpustakaan_Digital_1/CORPORATE%20GOVERNANCE%20Corporate%20Governance%20%20Accountability,%20Enterprise%20and%20International%20Comparis.pdf
34 FRC, Annual Report January 2016: Developments in Corporate Governance and Stewardship 2015, London,
Financial Reporting Council Limited, 2016. Available at: https://www.frc.org.uk/Our-Work/Publications/CorporateGovernance/Developments-in-Corporate-Governance-and-Stewa-(1).pdf
35 Ibid 34
36 B. R. Cheffins, The History of Corporate Governance , University of Cambridge and ECGI, 2012, p.19, Electronic
Working Paper Series, available at: http://papers.ssrn.com/sol3/papers.cfm?
abstract_id=1975404&rec=1&srcabs=94034&alg=1&pos=7

By Iryna Riabchych
liberty and democracy within corporate governance in the UK. I believe the statement that this
principle does not work is somewhat exaggerated. It is highly appreciated by companies and
shareholders alike since it provides them a valuable flexibility by not imposing fit for all solution
upon them and as such both companies and shareholders may easily adapt their circumstances with
the provisions of the Codes.
The increasing emphasis on legislation will most likely change comply or explain principle into
ineffective governance structure where companies would do their best to avoid the threat of
sanctions for non-compliance.
FRC stated that comply or explain principle is not a binary system to monitor its increases and
decreases, it requires everyone in the investment chain to make judgements about governance
decisions made by a company and whether their explanations are properly justified. It is an
important part of UK corporate governance framework and there is much hope that it will be
reinforced through Stewardship Code.
Instead of increasing binding legislation, consideration must be given to the cost and benefits of
efforts to enhance accountability of corporate governance. Legislation will most likely lead to
increased box ticking and a greater emphasis on disclosure rather than on the improvement in
quality performance of the company.37
As Corporate Governance Code explains, companies and shareholders both have responsibility for
ensuring that comply or explain remains an effective alternative to a rules based system. UK
Corporate Governance Code highlights the importance of mutual trust which could create an
upward tone in attitudes to the Code and in its constructive use. 38 Thus where this trust exists, the
principle of comply or explain can be seen as a perfect solution between companies and their
shareholders.

37 K. Keasy, S. Thompson and M. Wright, Corporate Governance, Accountability, Enterprise and International
Comparisons, USA, John Wiley & Sons Ltd, 2005. Available at: http://www.untagsmd.ac.id/files/Perpustakaan_Digital_1/CORPORATE%20GOVERNANCE%20Corporate%20Governance%20%20Accountability,%20Enterprise%20and%20International%20Comparis.pdf
38 FRC,UK Corporate Governance Code 2014, London, Financial Reporting Council Limited, 2014. Available at:
https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/UK-Corporate-Governance-Code-2014.pdf

10

By Iryna Riabchych

BIBLIOGRAPHY
Books

1. Charkham, J., Keeping Better Company Corporate Governance Ten Years On, 2nd
edition, Oxford, Oxford University Press. 2008.
2. Cheffins, B., R.,The History of Corporate Governance , University of Cambridge and
ECGI, 2012, Electronic Working Paper Series, available at:
http://papers.ssrn.com/sol3/papers.cfm?
abstract_id=1975404&rec=1&srcabs=94034&alg=1&pos=7
3. Dignam, A., & Lowry, J., Company Law, 6th edition, Oxford: Oxford University press,
2010.
4. Keasy, K., Thompson, S., and Wright, M., Corporate Governance, Accountability,
Enterprise and International Comparisons, USA, John Wiley & Sons Ltd, 2005. Available
at: http://www.untag-smd.ac.id/files/Perpustakaan_Digital_1/CORPORATE
%20GOVERNANCE%20Corporate%20Governance%20-%20Accountability,
%20Enterprise%20and%20International%20Comparis.pdf
5. Lowry, J., and Reisberg, A., Pettet's Company Law: Company Law and Corporate
11

By Iryna Riabchych
Finance, 4th edition, UK, Pearson, 2012.
6. Sternberg, E., Corporate Governance: Accountability in the Marketplace,2nd edition, The
Institute of Economic Affairs, 2004.
7. Tricker, B., Corporate Governance: Principles, Policies and Practices 2nd edition, Oxford,
Oxford University Press, 2012. Available at: https://books.google.co.uk/books?
id=MamU3RJ1fqcC&printsec=frontcover&dq=3.+Bob+Tricker,+Corporate+Governance:
+Principles,
+Policies+and+Practices&hl=en&sa=X&ved=0ahUKEwjTgb6yyPrLAhVM1xQKHUoaB70
Q6AEIHDAA#v=onepage&q=3.%20Bob%20Tricker%2C%20Corporate%20Governance
%3A%20Principles%2C%20Policies%20and%20Practices&f=false
8. Wild, C., & Weinstein, S. Smith and Keenan's Company Law, 15th edition, Harlow:
Pearson Education Limited 2011.

Legislations
1. European Commission, Commission Recommendation 2014/208/EU of 9 April 2014 on
The Quality of Corporate Governance Reporting: Comply-or- Explain Principle, EC,2014
Available at: http://eur-lex.europa.eu/legalcontent/EN/TXT/PDF/?
uri=CELEX:32014H0208&from=EN
2. FCA, Financial Conduct Authority's Handbook of Rules and Guidance, London,
Financial Conduct Authority, 2016. Available at:https://www.handbook.fca.org.uk/
3. FRC,UK Corporate Governance Code 2014, London, Financial Reporting Council
Limited, 2014. Available at: https://www.frc.org.uk/Our-Work/Publications/CorporateGovernance/UK-Corporate-Governance-Code-2014.pdf
4. FCA, UK Stewardship Code 2012 London, Financial Reporting Council Limited, 2012.
Available at: https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/UKStewardship-Code-September-2012.pdf
5. London Stock Exchange,Rules and Regulations UK, London Stock Exchange, 2016.
Available at: http://www.londonstockexchange.com/traders-and-brokers/rulesregulations/rules-regulations.htm
12

By Iryna Riabchych
6. UNCTAD, United Nations Conference on Trade and Development, Guidance on Good
Practices in Corporate Governance Disclosure, New York and Geneva, United Nations,
2006. Available at: http://unctad.org/en/docs/iteteb20063_en.pdf
Journal Articles
1. Black, B., & Coffee, J., Hail Britannia? Institutional Investor Behavior under Limited
Regulation (1997) 92 Michigan Law Review 1997-2087, 1997. Available at:
http://www.law.harvard.edu/programs/corp_gov/papers/06.Black_10.5.05.pdf
2. Cheffins, B., R., The Stewardship Codes Achilles Heel 73 Modern Law Review 1004,
(2010) http://onlinelibrary.wiley.com/doi/10.1111/j.14682230.2010.00828.x/epdfr3_referer=wol&tracking_action=preview_click&show_checkout=1
&purchase_referrer=onlinelibrary.wiley.com&purchase_site_license=LICENSE_DENIED
3. FRC, Annual Report January 2016: Developments in Corporate Governance and
Stewardship 2015, London, Financial Reporting Council Limited, 2016. Available at:
https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/Developments-inCorporate-Governance-and-Stewa-(1).pdf
4. Goergen, M., Renneboog, L., & Zhang, C., Do UK Institutional Shareholders Monitor
their Investee Firms?, United Kingdom, University of Sheffield Management School,
2008. Available at: https://pure.uvt.nl/ws/files/975786/2008-38.pdf
5. Keay, A., Comply or Explain in Corporate Governance Codes: In Need of Greater
Regulatory Oversight? 34 Legal Studies 279, 2014.
Other Internet Sources
1. Corporate Law and Governance blog post. United Kingdom, 2016. Available at:
http://www.corporatelawandgovernance.blogspot.co.uk/ Accessed on:13/04/2016
2. FRC,Corporate Governance and Stewardship London, Financial Reporting Council
Limited, 2016. Available at: https://www.frc.org.uk/Our-Work/Codes-Standards/Corporategovernance/UK-Stewardship-Code.aspx
3. ICAEW When is comply or explain the right approach, London, ICAEW TECDIGI,
2013. Available at: http://www.icaew.com/en/technical/corporate-governance/dialogue-in-

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corporate-governance/when-is-comply-or-explain-the-right-approach Accessed on:
11/04/2016

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