Comply or explain in corporate governance codes: in need of greater regulatory oversight?

Keay, Andrew 2014, Comply or explain in corporate governance codes: in need of greater regulatory oversight?, Legal studies, vol. 34, no. 2, pp. 279-304, doi: 10.1111/lest.12014.

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Title Comply or explain in corporate governance codes: in need of greater regulatory oversight?
Author(s) Keay, AndrewORCID iD for Keay, Andrew
Journal name Legal studies
Volume number 34
Issue number 2
Start page 279
End page 304
Total pages 26
Publisher Wiley-Blackwell
Place of publication Chichester, Eng.
Publication date 2014-06
ISSN 0261-3875
Summary At the heart of the voluntary corporate governance code in the UK and elsewhere is the concept of 'comply or explain'. It provides that a company is to comply with a code's provision; but if it does not do so, then it is to state that it does not and explain why it does not. There is no provision in the UK for any statements by companies to be assessed by any regulatory body. It is incumbent on the markets generally and the company's shareholders specifically to determine whether the response of the company to code provisions does enough, and then to take some action if they do not. The aim of comply or explain is to empower shareholders to make an informed evaluation as to whether non-compliance is justified, given the company's circumstances. This paper assesses whether the present scheme, which relies on the stewardship of shareholders and the efficiency of the markets, should continue, or whether a regulatory body should be empowered to determine whether companies are in fact complying with code provisions or, if not, whether they are providing adequate explanations for not complying.
Language eng
DOI 10.1111/lest.12014
Field of Research 1801 Law
Socio Economic Objective 970118 Expanding Knowledge in Law and Legal Studies
HERDC Research category C1.1 Refereed article in a scholarly journal
ERA Research output type C Journal article
Copyright notice ©2013, The Author & The Society of Legal Scholars
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Document type: Journal Article
Collections: Faculty of Business and Law
2018 ERA Submission
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