Chambers' Corporate Governance Handbook

Andrew Chambers chairs FEE’s Corporate Governance and Company Law Working Party. FEE (www.fee.be) is the federation of European professional accounting bodies. He was twice mentioned in House of Lords’ debates as an authority on corporate governance and by The Times as ‘a worldwide authority on corporate governance’. He was Dean of the leading Cass Business School where he is professor emeritus. Appointed in 2010 as the Specialist Advisor to the House of Lords’ Economic Affairs Select Committee’s Inquiry into Auditors: market concentration and their role that led to audit market reforms. Andrew was one of a seven member UK committee that in 2013 published enhanced ‘Internal Audit Guidance for Financial Services’. Andrew is a jurist for the Hawkamah Bank Corporate Governance Awards in the MENASA region and for the ICSA Hermes Transparency in Governance Awards.

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
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 Director’s Views
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
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
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
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
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
The 1992 ‘Cadbury Code’
The 1995 ‘Greenbury Code’
The 1998 Combined Code
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