The Cadbury Committee

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Corporate

Governance Report
CORPORATE
GOVERNANCE

 The Cadbury Committee report defines it as “the system by


which companies are directed and controlled”.
CADBURY
COMMITTEE REPORT

 Set up in May 1991.


 It was formed by the Financial Reporting Council, the London
Stock of Exchange and the accountancy profession.
 Its objective being “to help raise the standards of corporate
governance and the level of confidence in financial reporting and
auditing by setting out clearly what it sees as the respective
responsibilities of those involved and what it believes is expected of
them.”
CADBURY
COMMITTEE REPORT

 In December 1992, the Cadbury Committee published their


Code of Best Practice.
 The recommendations included separating the roles of CEO
and chairman, having a minimum of three non-executive
directors on the board and the formulation of audit
committees.
 The Code also advocated that a more active role be taken by
institutional investors in the promotion of good practice in
corporate governance.
CADBURY
COMMITTEE REPORT

 The report was mainly divided into three parts:-


1. Reviewing the structure and responsibilities of Boards
of Directors and recommending a Code of Best
Practice
2. Considering the role of Auditors and addressing a
number of recommendations to the Accountancy
Profession
3. Dealing with the Rights and Responsibilities of
Shareholders
CADBURY
COMMITTEE REPORT
Reviewing the structure and responsibilities of Boards
of Directors and recommending a Code of Best
Practice

1. Board of directors:
meet regularly, retain full and effective control over the
company and monitor the executive management
balance of power and authority
CADBURY
COMMITTEE REPORT
2. Non-Executive Directors
independent judgment
independent of management and free from any business

3. Executive Directors
full and clear disclosure of directors’ total emoluments

4. Financial Reporting and Controls


a balanced and understandable assessment of their company’s position
should report that the business
should ensure that an objective and professional relationship is
maintained with the auditors
CADBURY
COMMITTEE REPORT

Considering the role of Auditors and addressing a


number of recommendations to the Accountancy
Profession
•external and objective check
•professional and objective relationship between the
board of directors and auditors should be maintained
•to design audit
•regular rotation of audit partners to prevent unhealthy
relationship
CADBURY
COMMITTEE REPORT

Accountancy Profession should take the lead in:-


(i)developing a set of criteria for assessing
effectiveness;
(ii)developing guidance for companies on the form in
which directors should report; and
(iii)developing guidance for auditors on relevant audit
procedures and the form in which auditors should
report.
CADBURY
COMMITTEE REPORT

Dealing with the Rights and Responsibilities of


Shareholders
•elect the directors to run the business on their behalf
•appoint the auditors to provide an external check
•Committee's report places particular emphasis on the
need for fair and accurate reporting of a company's
progress to its shareholders
•to make greater use of their voting rights and take
positive interest in the board functioning
•effectiveness of general meetings could be increased
Thank You

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