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Corporate Governance and Chairmanship A Personal View$
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Adrian Cadbury

Print publication date: 2002

Print ISBN-13: 9780199252008

Published to Oxford Scholarship Online: September 2011

DOI: 10.1093/acprof:oso/9780199252008.001.0001

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The Chairman and Board Structure

The Chairman and Board Structure

(p.64) 5 The Chairman and Board Structure
Corporate Governance and Chairmanship A Personal View

Adrian Cadbury

Oxford University Press

This chapter examines the criticisms levelled at the way boards work in the UK and the US and considers what action could be taken to meet those criticisms. The main criticisms of boards relate to their performance and to their accountability. Under the heading of being insufficiently accountable, boards are charged with being self-perpetuating bodies, with drawing their membership from too narrow a section of the community, and with ignoring the interests of their shareholders and the wider interests of society. Thus, the issue is one of board legitimacy, which in turn involves who is on the board and how they got there. The importance of how directors are selected relates to the role of the board as the source of authority within the company.

Keywords:   boards, UK, US, performance, accountability, board legitimacy, directors

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