Promoting Good Corporate Governance


Problems of corporate governance are far from new. In 1776, the famous Scottish economist, Adam Smith, direly predicted in ‘An Inquiry Into The Causes Of The Wealth of Nations’ that:

… the directors of companies … being the managers of other people’s money … it cannot well be expected, that they would watch over it with the same anxious vigilance with which … partners … watch over their own … Negligence and profusion … must always prevail … in the management and affairs of such a company …”   (Adam Smith”, 1776)

The Gladstone Report in 1844 identified the modes of deception involved in a number of corporate frauds, including:

“the use of the names of persons having no existence; … the use of the names of distinguished persons, and persons of respectability and wealth, without their authority; … the use of the names of such persons as patrons and honorary directors, with their consent, while such persons have been ignorant of the nature of the concern and of its transactions, and have exercised no control over its management; …”

Eleven more such were listed!  A good many of these types of problems would now be regarded as issues of “corporate governance”.

The Cadbury Committee in 1992, following scandals at BCCI and Maxwell, issued its ground-breaking report into “The Financial Aspects of Corporate Governance”. It defined corporate governance as “… the system by which companies are directed and controlled …” (para. 2.5) The values on which it was based were exemplary and clear: “openness, integrity and accountability” (para. 3.2). The rest is history.

My own interest in corporate governance started working as Legal Advisor in the National Auditing and Accounting Technical Department of a “Big Eight” accountancy firm based in London in the 1980’s, a time of rapid change in the City. I co-authored with Alun Thomas what was to become a popular book on corporate governanceBecoming a Director – What You Need To Know” (Deloitte, Haskins + Sells, 1988). When I entered higher education I contributed a chapter on “A Christian Vision for Corporate Governance” for a book arising out of a Lawyers’ Christian Fellowship Conference on “Christian Perspectives on Law Reform” (Carlisle: Paternoster Press), edited by Paul Beaumont. Significantly in this book I was to identify the following shortcomings in corporate governance which became the basis for my later research: a lack of consensus as to the purpose of the company; a lack of consensus as to the purpose of company law; concern over corporate structure; concern over high profile scandals; concern over directors’ remuneration levels and concern over corporate ethics.

I held the post of Director of the European Centre for Corporate Governance at Bournemouth University for a while and organised its launch on 25th October 2000. The keynote speaker was the internationally recognised corporate governance expert, Bob Monks of Lens Investment Management LLC, followed by Caroline Philips, Director of the Policy Unit of the Institute of Chartered Secretaries and Administrators, Ann Robinson, former Director General of the NAPF and myself on the topic of “Corporate Governance Research, The Future”. In 2002 I co-authored a report with Philip Hardwick on “Ideal Independent Directorships” in “The Independent Chairman & Non-Executive Director Survey 2002” (Top Pay Research Group, published in association with 3i) In 2004, I co-authored a research report sponsored by the Worshipful Company of Chartered Secretaries and Administrators with a number of co-authors on “Governance and Regulation of New Economy Companies: The Role of Human Capital”. In 2009 I organised the “Law, Free Markets and the Crash” law and economics seminar at the Institute of Economic Affairs, London where I delivered the paper “Who Needs ‘Good’ Corporate Governance?”  My current research into corporate governance focuses on off balance sheet finance.

Reports and submissions to government and other bodies

Copp, S.F., P. Hardwick, R. Teather, & J.Z. Yang (2004) Governance and Regulation of New Economy Companies: The Role of Human Capital sponsored by the Worshipful Company of Chartered Secretaries and Administrators

Copp, S.F. & P. Hardwick (2002) Ideal Independent Directorships in The Independent Chairman & Non-Executive Director Survey 2002 (Top Pay Research Group, published in association with 3i)

Copp, S.F. (2001) Response to the DfEE Consultation School Governing Bodies

Copp, S.F., S. Letza, & C.W. Maughan (1998) Joint Response to the Law Commission Consultation Paper Company Directors: Regulating Conflicts of Interests and Formulating a Statement of Principles

Copp, S.F. (1997) Response to the Law Commission in respect of Consultation Paper No. 142 Shareholder Remedies

 

Books, book contributions and conference proceedings

Copp, S.F. (1998) A Christian Vision for Corporate Governance. This was first published as Chapter 5 in Christian Perspectives on Law Reform ed. Beaumont, P. (Carlisle: Paternoster Press) pp. 105 – 154 [ISBN 0-85364-852-2]

Copp, S.F. & A. Thomas (1988) Becoming a Director – What You Need To Know (Deloitte, Haskins + Sells) [ISBN 0 86349 109X]

Articles and published letters

Copp, S.F. & A. Cronin (2015) The Failure of Criminal Law to Control the Use of Off Balance Sheet Finance During the Banking Crisis 36 The Company Lawyer 99 – 120 [ISSN: 0144-1027]

Copp, S.F. (2011) The Economic (and Moral) Case Against Capping Directors’ Remuneration Economic Affairs 31(2) Student and Teacher Supplement, Summer 2011, 2 – 3, see http://www.iea.org.uk/sites/default/files/publications/files/StudentTeacherSuppJun11.pdf

Copp, S.F. (2010) s. 172 Companies Act 2006 Fails People and Planet? 31 The Company Lawyer 406 – 408 [ISSN: 0144-1027]

Copp, S.F. (2009) Corporate Social Responsibility and the Companies Act 2006 Economic Affairs Vol. 29, No. 4, pp. 16 – 21 [ISSN 0265-0665]

Copp, S.F. (2006) The Institutional Architecture of Corporate Governance Reform: an Evaluation 7 Journal of Banking Regulation 41 – 63 [ISSN: 1745 – 6452]

Copp, S.F. (2005) TescoLaw, AsdaAudit? Accountancy, December, p. 24 [ISSN 0001-4664]

Copp, S.F. (2005) Sex, Lies and Corporate Governance Accountancy, April, p. 27 [ISSN 0001-4664]

Copp, S.F. (2005) Power vs Accountability: What Can Good Corporate Governance Teach the Church? 9 Faith in Business Quarterly, pp. 11 – 18 [ISSN 1369-653X]

Copp, S.F. (2003) Corporate Governance: Change, Consistency and Evolution Part 2 14 International Company and Commercial Law Review 115 – 128 [ISSN 0958 – 5214]

Copp, S.F. (2003) Corporate Governance: Change, Consistency and Evolution Part 1 This article was first published in 14 International Company and Commercial Law Review 65 – 74 by Sweet & Maxwell [ISSN 0958 – 5214]

Copp, S.F. & R. Teather (2003) Academics willing and able to speak up letter Financial Times, 13th February

Copp, S.F. (2002) Company law and alternative dispute resolution: an economic analysis This article was first published in (2002) 23 The Company Lawyer 361 – 375 by Sweet & Maxwell. [ISSN: 0144-1027]

Copp, S.F. (2002) C.S. Lewis’s Concept of the Inner Ring and the Problem of Evil in Corporate Governance 6 Faith in Business Quarterly 3 – 7 [ISSN 1369-653X]

Copp, S.F. (2002) The Enron Scandal 6(1) Faith in Business Quarterly 8 – 13 [ISSN 1369-653X]

Copp, S.F. (2002) Why I … believe academics should serve as non-executive directors of companies Times Higher Education Supplement August 2nd, p. 12

Copp, S.F. & N. Astbury (2000) ADR and Shareholder Disputes – An Alternative to Using s. 459 CA 1985 1 Journal of ADR, Mediation and Negotiation 51 – 68 [ISSN 1470-6717]

Maughan, C.W. & S.F. Copp (2000) Company Law Reform and Economic Methodology Revisited 21 The Company Lawyer 14 – 22 [ISSN: 0144-1027]

Copp, S.F. & K. McGuinness (2000) Legitimate or Reasonable Expectations of Minority Shareholders: The United Kingdom and Canada Compared, Part 2, 11 International Company and Commercial Law Review 217 – 229 [ISSN 0958 – 5214] See citation in New Zealand Court of Appeal in Latimer Holdings Ltd & Powell v. Sea Holdings New Zealand Ltd [2004] NZCA 226 (15 September 2004), Australasian Legal Information Institute at http://www.austlii.edu.au/nz/cases/NZCA/2004/226.html

Copp, S.F. & K. McGuinness (2000) Legitimate or Reasonable Expectations of Minority Shareholders: The United Kingdom and Canada Compared, Part 1, 11 International Company and Commercial Law Review 184 – 189 [ISSN 0958 – 5214]

Copp, S.F. (2000) United Kingdom, Individual Shareholder Rights O’ Neill and Another v. Phillips and Others 1 International Company and Commercial Law Review N-6 – N-8 [ISSN 0958 – 5214]

Maughan, C.W. & S.F. Copp (1999) The Law Commission and Economic Methodology: Values, Efficiency and Directors’ Duties 20 The Company Lawyer 109 – 116 [ISSN: 0144-1027]

Copp, S.F. & R. Goddard (1998) Corporate Governance Principles on Trial 19 The Company Lawyer 277 – 279 [ISSN 0144-1027]

Copp, S.F. & S. Letza (1998) New Century, New Boardroom 122 Accountancy 40 – 41 [ISSN 0001-4664]

Academic conference, professional education and workshop papers

Copp, S.F. & A. Cronin (2014) Off Balance Sheet Finance and the 2008 Financial Crisis: The Case for Deterrence Evaluated delivered at the Banking & Finance Stream of the Socio-Legal Studies Association Annual Conference (Robert Gordon University, Aberdeen)

Copp, S.F. (2010) s. 172 Companies Act 2006 in Court delivered to the Company Secretaries Group (RIAS House, Bournemouth)

Copp, S.F. (2009) Corporate Governance After the Crash delivered at A Taste of Tomorrow, one of the launch events for Bournemouth University’s Executive Business Centre (Bournemouth University)

Copp, S.F. (2009) Who Needs ‘Good’ Corporate Governance? delivered at the Law, Free Markets and the Crash law and economics seminar (Institute of Economic Affairs, London)

Copp, S.F. (2004) The Institutional Architecture of Corporate Governance Reform delivered at the Corporate Governance of Financial Institutions conference (organised jointly by Oxford Brookes University and the Journal of International Banking Regulation) (Institute of Advanced Legal Studies, London)

Copp, S.F. (2004) What is Good Corporate Governance: The New Code on Corporate Governance public lecture in the Company Lawyer series (Institute of Advanced Legal Studies, London) Abstract

Copp, S.F. (2004) Governance in Partnerships Centre for Organisational Effectiveness seminar (Bournemouth University)

Copp, S.F. (2004) Corporate Governance and Enterprise delivered to a workshop of Devon Volunteer Business Mentors (Plymouth)

Copp, S.F. ( 2004) Corporate Governance in the UK delivered at the CLT Corporate Governance Update Conference (Cafe Royal, London)

Copp, S.F. (2004) Corporate Governance and the European Union delivered at the CLT Corporate Governance Update Practitioner Conference (Cafe Royal, London)

Copp, S.F. (2004) Governance in Listed Companies: The Implications for NHS Foundation Trusts delivered as a half-day seminar in the form of a facilitated discussion for the Board of Directors of Bournemouth & Christchurch NHS Trust (Bournemouth)

Copp, S.F. (2004) Corporate Governance: The New Regime for UK Listed Companies delivered at a continuing professional development seminar at the launch of the Bournemouth Law School (Bournemouth University)

Copp, S.F. (2004) Corporate Governance delivered at the CLT Company Law Conference on Company Law for In-house Lawyers (Charing Cross Thistle, London)

Copp, S.F. ( 2003) Corporate Governance training session for the Board of Magna Housing Group Ltd (Dorchester)

Copp, S.F. (2002) Enron: Markets & Morality, delivered at a discussion hosted by the School of Finance and Law and the Chaplaincy, Bournemouth University (Bournemouth University)

Copp, S.F. (2002) Director/ Shareholder Relations at the CLT Conference on Shares and Shareholders (Posthouse Kensington, London)

Copp, S.F. (2002) Directors’ Duties delivered at the CLT Company Law Conference on Directors’ Duties and Liabilities (Mayfair Conference Centre, London)

Copp, S.F. (2002) Directors in the Family Company delivered at the CLT Company Law Conference on Directors’ Duties and Liabilities (Mayfair Conference Centre, London)

Copp, S.F. (2002) Director/ Shareholder Relations delivered at the CLT Company Law Conference on Company Law for In-house Lawyers (Cafe Royal, London)

Copp, S.F. (2002) Corporate Governance delivered at the CLT Company Law Conference on Company Law for In-house Lawyers (Cafe Royal, London)

Copp, S.F. (2001) ADR and Company Law: An Economic Analysis, delivered as part of The Company Lawyer series at the Institute of Advanced Legal Studies (London)

Copp, S.F. (2001) Globalisation, Corporate Governance and the Public Interest delivered by inter-active video-link at the Administration Day conference (Waterford Institute of Technology, Ireland)

Copp, S.F. & C.W. Maughan (2001) Corporate Reorganisations: Externalities or Efficiency? delivered at the Corporate Governance: Reassessing Ownership and Control conference, held at the Faculty of Law, Cambridge University, organised by the ESRC Centre for Business Research, Cambridge University, and supported by 3CL and the European Centre for Corporate Governance, Bournemouth University (Cambridge)

Copp, S.F. (2000) Corporate Governance: Why Both Theory and Practice Matter, delivered at the Annual Dinner of the AGM of the Wessex Institute of Chartered Secretaries and Administrators (Lyndhurst)

Copp, S.F. (1999) A Vision For Corporate Governance delivered at the IIR Ltd conference on Corporate Governance in Practice, The Changing Relationship Between The Institutional Investor & Corporates (London)

Copp, S.F. (1999) New Frontiers in Governance: An Application of Emerging Principles Beyond Public Companies to Owner-Managed Businesses delivered at the Socio-Legal Studies Association Conference (Loughborough University, Loughborough) Abstract

Copp, S.F. (2000) Corporate Governance Research, The Future delivered at the launch of the European Centre for Corporate Governance, Bournemouth University (Bournemouth) Slides

Copp, S.F. (1996) A Christian Vision for Corporate Governance delivered at the LCF Academic Conference on Christian Perspectives on Law Reform (London)

Copp, S.F. (1990) Trusteeship – the Legal Aspects delivered at the Pension Fund Trustee conference, organised by R Watson & Sons, Consulting Actuaries (Cheltenham)

Book reviews

Copp, S.F. (2005) The Governance of Close Corporations and Partnerships ed. McCahery, J.A., Raaijmakers, T. & Vermeulen, E.P.M. 13 Corporate Governance: An International Review 338 – 340

Copp, S.F. (2002) Law and Governance by Lewis, N.D. 36 Law Teacher 406 – 408 [ISSN 0303 9400]

Copp, S.F. (2001) Who Will Guard the Guardians by Williams, A. Chartered Secretary, January, p. 33 [ISSN 1363 – 5905]

Copp, S.F. (2000) Personal Liability and Disqualification of Company Directors, by Griffin, S. 34 Law Teacher 391 – 393 [ISSN 0303 9400]