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 2

corporate governance
principles, policies, and practices

4TH EDITION

BOB TRICKER
 Preface vii

wealth for the benefit of owners, employees, and, ultimately, society. Whereas the West tends
to see corporate governance as a means of controlling and regulating companies, China uses
it flexibly to benefit the economy, in the interests of the people and the party. A new chap-
ter expands the focus on the governance of corporate entities other than listed companies,
which was the focus of all the early corporate governance codes.
When the first edition was published, it was widely assumed that globalization and the
free movement of executives, money, goods, and services was the way of the future. Today
that is not so clear. In previous editions, one definition of corporate governance was about
the way power is exercised over corporate entities in society. But in many Western countries
the power and privileges enjoyed by elites, in politics, finance, and business, are being chal-
lenged. This so-called ‘populism’ led to the election of President Trump in the United States
and the British referendum decision to leave the European Union. The effect is also being felt
in boardrooms, as increasingly active institutional shareholders, and an investigative media,
challenge the governance of companies.
Confidence in international organizations such as the United Nations, the European Union,
the World Bank, and the International Monetary Fund has diminished. International trade
agreements have been threatened. For nearly forty years, corporate governance has evolved
under the belief that free trade, globalization, and the resultant multinational companies
were desirable. Such assumptions have been challenged. The continuing influence of cor-
porate governance, rooted in Western institutions, influence, and values, can no longer be
assumed. Other countries and cultures now have the potential to contribute to corporate
governance thinking and practice.
Some striking changes to the governance of international companies have occurred during
the decade since this book was first published. Sovereign funds from countries that include
some Arab oil states, China, Singapore, and Sweden have acquired significant stakes in some
multinational companies. Mergers and acquisitions across national boundaries have seen
the ownership and the governance of major companies pass to other jurisdictions. British
Airways, for example, is now a subsidiary of a Spanish company. Some American companies
have moved their domicile overseas as part of their international tax planning strategy, some-
times by reversing into an overseas company they acquired. Such changes realign the way
companies are governed around the world.
This edition maintains an international perspective on the governance of public listed
companies, subsidiary companies in corporate groups, family firms, public bodies, and many
other types of corporate entity that need to be governed as well as managed.
Many of the older cases have been replaced for this edition, although a few of the stalwarts
remain, now noted as ‘classic corporate governance cases’. The international spread of cases
has been maintained, with many from the USA, the UK, and the rest of the world, including
some new cases about corporate governance in China.
Self-test questions are still included at the end of each chapter to reinforce the learning
process, but in this edition the answers are included in the online resources.
It is nearly fifty years since I began my studies of what I subsequently called corporate govern-
ance. Its focus, practices, and significance have changed beyond belief. I hope that readers will
continue working to improve the governance of the organizations with which they are involved,
and that some will contribute to the further development of this fascinating and vital subject.
Bob Tricker
Devon, UK, 2019
Acknowledgements

I owe a considerable debt to the many colleagues, researchers, students, regulators, and com-
pany directors and chairmen who, over the years, have contributed to my knowledge and
understanding of corporate governance. Gratitude is clearly owed to the directors of the ten
organizations who supported my original research in the Corporate Policy Group at Nuffield
College, Oxford, from 1979 to 1983, which led to the publication of Corporate Governance in
1984.
Since the publication of the third edition of this book, I have been working closely with
Dr Gregg Li from Hong Kong on Understanding Corporate Governance in China (Hong Kong
University Press, 2018). His research in mainland China has greatly increased my knowledge,
which is reflected in new material in this edition.
Kate Gilks, my editor, and her colleagues at the Oxford University Press have been a
constant source of support, and the anonymous reviewers made suggestions that signifi-
cantly improved the book. I am grateful to them all. The opportunity to draw material from
the websites of companies, regulators, and other institutions is also much appreciated.
Chapter 1 has been adapted by permission of the publishers from Corporate Governance,
seminal readings in the History of Management Thought series, R. I. Tricker (ed.), Ashgate,
Aldershot, UK, and Burlington, Vermont, USA, 2000.
Figures (2.1, 2.5, 2.6, 2.7, 2.8, 2.9, and 13.1) and case studies (Tyco and Robert Maxwell)
are based on material that first appeared in The Economist Essential Director, by Bob Tricker,
Profile Books, London, 2003, and reproduced with kind permission. I also acknowledge the
approval of Routledge to include some new cases, which appeared in Bob and Gretchen
Tricker, Business Ethics—a stakeholder, risk, and governance approach (2014). The Tencent
Holdings, Yum China Holdings, and Alibaba case studies and Chapter 13 were adapted from
material written by the author for Tricker and Li, Understanding Corporate Governance in
China, Hong Kong University Press, 2018.
Finally, thanks to my late wife, Gretchen, not only, as so many authors say, for her support
during the writing, but for her direct contribution. Being an editor and writer herself, among
other things she wrote the centennial history of the Hong Kong Stock Exchange; she un-
doubtedly added significantly to this edition.
Bob Tricker, 2019
Contents

List of case studies xv

List of abbreviations xviii
Guide to the book xxi
Guide to the online resources xxii
Introduction xxiii
How to use the book xxiv

PART 1 Principles

1 Corporate Governance: A Frontier Subject 3

All corporate entities need governing 3
Corporate governance is old, only the phrase is new 4
The cultural component of corporate governance 14
Developments in corporate governance in the early 21st century 15
New frontiers for corporate governance 19
Case studies 24

2 Governance and Management 31

Definitions of corporate governance 31
The scope of corporate governance 33
The significance of constitutions for corporate entities 38
The difference between governance and management 44
The performance and conformance aspects of governance 46
Alternative board structures 48
Board diversity 54
Case studies 56

3 Theories, Philosophies, and Concepts of Corporate Governance 64

The agency dilemma 64
Agency theory 66
Transaction cost economics 69
Stewardship theory 70
Resource dependency theory 73
Managerial and class hegemony 73
x Contents

Psychological and organizational perspectives 74

The societal perspective: stakeholder philosophies 75
The cultural component of corporate governance 77
Differing boundaries and levels: systems theory 80
A subject in search of its paradigm 82
Case studies 84

4 The Governance Partnership: Investors, Companies, and Directors 95

Shareholder rights 95
Shareholder stewardship and activism 97
Shareholder information 101
Different types of director 103
Directors’ legal duties and rights 107
Case studies 111

5 The Regulatory Framework 119

Legislation, regulation, and corporate governance codes 119
Corporate regulation in the UK 120
Corporate regulation in the USA 128
Corporate regulation in other countries 135
Codes from international agencies 141
Codes from institutional investors 145
Company codes 145
Codes for the non-profit and voluntary sectors 146
The importance of compliance: corporate governance reports 148
Principles or prescription: the governance debate 149
Case studies 149

6 Models of Corporate Governance 157

How context affects corporate governance 157
Western and Eastern approaches to corporate governance 159
Corporate governance: convergence or differentiation? 163
Institutions necessary for successful corporate governance 165
Case studies 166

PART 2 Policies

7 Functions of the Board 179

What the board does 179
Supervising executive activities 189
 Contents xi

Balancing the board’s performance and conformance roles 191

Board committees: functions and authority 192
Delegating board functions to management 195
Corporate transparency 198
Case studies 201

8 The Governance of Corporate Risk 207

What is corporate risk? 207
Frameworks for enterprise risk management 208
The World Economic Forum risk survey 210
The board’s responsibility for enterprise risk management 211
Identifying types of risk 213
Controlling risk 217
Risk strategies 223
Case studies 224

9 The Board and Business Ethics 233

What are business ethics? 233
Changing expectations in the governance of organizations 236
The concept of corporate social responsibility 238
CSR strategies and policies 240
The CSR competency framework 242
Enlightened shareholder value (ESV) 243
Sustainable development 245
Sustainability and the triple bottom line 248
Communication with stakeholders: integrated reporting 249
Case studies 253

10 The Governance of Listed Companies 259

Ownership of listed companies 259
Shareholder rights 261
Shareholder activism and the role of institutional investors 263
Investor relations 265
Disclosure of substantial shareholdings and directors’ interests 266
The governance of complex corporate structures 267
Block-holders and universal ownership 273
Dual-listed companies 274
Dual-class shares 275
Listings on alternative stock markets 277
Case studies 278
xii Contents

11 The Governance of Non-Listed Corporate Entities 284

The governance of private companies 284
The governance of subsidiary and associated companies 288
The governance of employee-owned companies 290
The governance of joint ventures 291
The governance of not-for-profit organizations 292
The governance of charities 294
The governance of cooperative organizations 297
The governance of partnerships 297
The governance of hedge funds and private equity funds 299
The governance of sovereign wealth funds 303
The state as shareholder 305
Case studies 306

12 Corporate Governance around the World 317

Corporate governance in China 317
Corporate governance in Hong Kong (SAR) 321
Corporate governance in India 322
Corporate governance in Russia 324
Corporate governance in Brazil 326
Corporate governance in Singapore 327
Corporate governance in South Korea 327
Corporate governance in Japan 328
Corporate governance in the Middle East and
North Africa 328
Case studies 330

PART 3 Practices

13 Board Membership: Directors’ Appointment, Roles, and Remuneration 343

The appointment of directors 343
Desirable attributes in a director 346
Core competencies of a director 349
Roles directors play 350
Directors’ duties, rights, and powers 353
Directors’ service contracts and agreements 357
Directors’ remuneration 358
Case studies 366
 Contents xiii

14 Board Leadership: The Reality of the Boardroom 372

How people, power, and politics affect practice 372
The chair’s leadership role 373
Sources of governance power 378
Games directors play 380
Board styles and the culture of the board 388
Business ethics begin in the boardroom 392
Corporate codes of ethics and their enforcement 394
Implementing corporate governance below board level 398
Case studies 399

15 Board Activities: Corporate Governance in Practice 406

Committees of the board 406
The influence of the audit committee 408
The role of internal audit 416
The importance of the external auditor 419
The independence of external auditors 421
The significance of the company secretary 422
Case studies 424

16 Board Effectiveness: Building Better Boards 430

Making a board effective 430
Director orientation and director induction 432
Directors’ liabilities and indemnity 442
Directors’ and officers’ insurance 443
Board information 444
Managing meetings, agenda, and minutes 449
Communications with shareholders and other stakeholders 451
Case studies 453

17 Board Evaluation: Reviewing Directors and Boards 461

Assessing boards and board committees 461
What does a board assessment involve? 466
Assess individual directors’ performance 472
Corporate governance rating systems for companies 474
Corporate governance assessment systems for countries 477
Case studies 479

18 Corporate Governance: The Next 30 Years 488

On living in interesting times 488
xiv Contents

Frontiers of corporate governance today 489

Core principles of corporate governance 494
Drivers of change 496
The frontiers of corporate governance in the future 502
Towards a philosophy of corporate governance 514
Case studies 515

Appendix 1 Corporate Governance Codes around the World 523

Index 527
List of case studies

Case studies
1.1 Robert Maxwell: a classic corporate governance case 24
1.2 Enron: another classic corporate governance case 25

2.1 Sir Philip Green and the collapse of BHS 56

2.2 Do boards need diversity? 59

3.1 Network Rail 84

3.2 Tencent Holdings Limited 87

4.1 The National Health Service Foundation Trust cases 111

4.2 Sports Direct International PLC 114

5.1 Alphabet—Google’s approach to corporate governance 149

5.2 The collapse of Northern Rock bank: a classic corporate governance case 151

6.1 Lehman Brothers Inc.: a corporate governance classic 166

6.2 Tokyo Electric Power and the disaster at Fukushima Daiichi 167
6.3 The Huawei Group 169

7.1 Educational Services (Europe) Ltd 201

7.2 Li & Fung Ltd supply chain code of conduct 203

8.1 The BP Deepwater Horizon disaster 224

8.2 British Airways loses IT 228
8.3 NHS Foundation Trust—second case study 229

9.1 Foxconn and Apple 253

9.2 The CLP Group on governance and ethics 255

10.1 The Jardine Matheson Group 278

10.2 Yum China Holdings 279

11.1 Teletronic Riches Ltd—governance of a joint venture 306

11.2 The governance of the Co-op 307
11.3 NHS Foundation Trust—third case study 313
xvi List of c ase studies

12.1 Yukos and Mikhail Khodorkovsky 330

12.2 The Tata Group 332
12.3 Alibaba Group Holding Ltd 334

13.1 RBS and Fred the Shred 366

13.2 NHS Foundation Trust—fourth case study 369

14.1 Should Terry blow the whistle? 399

14.2 The LIBOR rate rigging scandal 401

15.1 The Wells Fargo fraud 424

15.2 Tax avoidance strategies 425

16.1 Explaining the structure and membership of the board 453

16.2 The corporate culture at Goldman Sachs 457

17.1 Board failings at Olympus Japan 479

17.2 The collapse of Halifax Bank of Scotland (HBOS) 481

18.1 Amazon: president, CEO, and chair 515

18.2 NHS Foundation Trust—fifth case study 517
18.3 Unilever rethinks its corporate governance structure 518

Corporate Governance in Action

2.1 The role of the US SEC and EDGAR and XBRL reporting 35
2.2 Companies House: the UK company registration service 36
2.3 The role of the Australian Securities Exchange (ASX) 37
2.4 The Listing Rules of the ASX 37
2.5 The role of the Hong Kong Securities and Futures Commission 38
2.6 Example of the contents of articles of association 41
2.7 Volkswagen’s supervisory board 52

4.1 Protecting minority shareholders’ rights in Hong Kong 97

4.2 The UK Financial Reporting Council (FRC) Stewardship Code 98
4.3 Lord Caldecote’s advice to executive directors 103
4.4 An independent director defined by the International Finance Corporation (IFC) 104
4.5 Shadow directors identified 105
4.6 On associate directors 107

5.1 Australian Securities Exchange Principles 136

5.2 King’s seven characteristics of good corporate governance 140

7.1 McDonald’s mission 181

7.2 Sainsbury’s vision and values statement 181
7.3 Microsoft mission and values 181
 List of c ase studies xvii

7.4 SWOT analysis for a long-established realtor (estate agent) 183

7.5 South American Resources Ltd 187
7.6 A multiple-measure management control system 189
7.7 Examples of the interplay between the board and top management 195

8.1 An approach to corporate risk—the Sage Group PLC 213

8.2 Levels of risk management policy in a London finance house 214
8.3 Strategic-level risk assessment policies in an international pharmaceutical company 215

9.1 The John Lewis Partnership 235

9.2 Extract from the CSR policy of a manufacturing company 241
9.3 CSR resisted in Exxon Mobil, USA 247
9.4 The CSR policy of Exxon Europe 247

10.1 Total Oil Company: individual shareholder relations 266

10.2 Incorporation in a tax haven: the example of BVI 270
10.3 Carnival Corporation—a dual-listed group 275
10.4 The Wallenberg sphere—dual-class shares 276

11.1 The UK Institute of Directors Corporate Governance Principles for Unlisted Companies 286
11.2 The collapse of the Arthur Andersen partnership 297
11.3 The private equity Blackstone Group 301
11.4 Sir David Walker’s voluntary code for UK private equity firms 302

13.1 Microsoft 2017 vision statement 347

13.2 Lord Nolan’s Seven Principles of Public Life 349
13.3 J. Sainsbury PLC 362

15.1 Microsoft Corporation Audit Committee Charter 410

15.2 Great Western Railway Company—the report of the original Audit Committee in 1872 415
15.3 General Motors Company 420
15.4 Auditors’ relations with client companies—more on Arthur Andersen 420
15.5 Sir John Harvey-Jones on the role of the company secretary 423
15.6 Lord Denning on the evolution of the company secretary’s role 424

16.1 FRC questions for boards 432

16.2 Vancouver Coastal Health Board Guidelines (abbreviated) 435
16.3 Lord Caldecote on building an agenda 450
16.4 Another opinion on drafting agenda and minutes 450

17.1 General Motors Company 465

17.2 Board evaluation—advice from the ICSA 474

18.1 Ten core principles of corporate governance 495

18.2 Twenty practical steps to better corporate governance 504
List of abbreviations

AGM annual general meeting

AIM (London) Alternative Investment Market
ALI American Law Institute
ASX Australian Securities Exchange
BBA British Bankers’ Association
CACG Commonwealth Association for Corporate Governance
CalPERS Californian State Employees’ Pension Fund
CDO collateralized debt obligations (pools of bonds backed by bundles of
mortgages)
CEO chief executive officer
CFO chief financial officer
CFTC (US) Commodity Futures Trading Commission
CIC (UK) community interest company
CII (US) Council of Institutional Investors
CIPFA (UK) Chartered Institute of Public Finance and Accounting
CNED connected non-executive director (also called ‘affiliate non-executive
director’)
COO chief operating officer
COSO (US) Committee of Sponsoring Organizations of the Treadway
Commission
CRO chief risk officer
CSIA Corporate Secretaries International Association
CSR corporate social responsibility
CSRC China Securities Regulatory Commission of the State Council
D&O directors’ and officers’ liability insurance
EEA European Economic Area (EU countries plus Iceland, Liechtenstein, and
Norway)
EEC European Economic Community (later European Union)
EFRAG European Financial Reporting Advisory Group
EGM extraordinary general meeting
ERM(S) enterprise risk management (system)
ESG environmental, social and governance (reporting)
ESV enlightened shareholder value
EU European Union
Fannie Mae (US) Federal National Mortgage Association
 List of abbreviations xix

FCA (UK) Financial Conduct Authority

FRC (UK) Financial Reporting Council
Freddie Mac (US) Federal Home Loan Mortgage Corporation
GAAP generally accepted accounting principles
GAAS generally accepted auditing standards
GEM (Hong Kong) Growth Enterprise Market
GRI Global Reporting Initiative
HKICPA Hong Kong Institute of Certified Public Accountants
IASC International Accounting Standards Committee
ICGN International Corporate Governance Network
ICSA (UK) Institute of Chartered Secretaries and Administrators
IFC International Finance Corporation
IFRS International Financial Reporting Standards
IOSCO International Organization of Securities Commissions
INED independent non-executive director
IPAC International Auditing Practices Committee
IPO initial public offering (of shares)
ISO International Standards Organization
IT information technology
LBS London Business School
LIBOR London Interbank Offer Rate (on inter-bank loans)
MMS (US) Minerals Management Service
NACD (US) National Association of Corporate Directors
NASDAQ (US) National Association of Securities Dealers Automated Quotations
(also Nasdaq Composite Index)
NED non-executive director
NGO non-governmental organization
NHS (UK) National Health Service
NYSE New York Stock Exchange
NYX NYSE Euronext
OECD Organisation for Economic Co-operation and Development
PCAOB (US) Public Company Accounting Oversight Board
PLA (Chinese) People’s Liberation Army
PRA (UK) Prudential Regulation Authority, banking regulator
PRC People’s Republic of China
PwC PriceWaterhouseCoopers
quango quasi-autonomous non-governmental organization; (UK and Australia)
quasi-autonomous national governmental organization
R&D research and development
xx List of abbreviations

ROI return on investment

ROSC (World Bank/IMF) Reports on the Observance of Standards and Codes
SAR (Hong Kong) Special Administrative Region (of China)
Sarbox see SOX
SASAC (China) State-owned Assets Supervision and Administration Commission
of the State Council
SE Societas Europaea
SEBI Securities and Exchange Board of India
SEC (US) Securities and Exchange Commission
SFC (Hong Kong) Securities and Futures Commission
SME small and medium-sized enterprises
SOE state-owned enterprises
SOX (US) Sarbanes-Oxley Act of 2002
SPE special purpose entity
SWF sovereign wealth fund
SWOT strengths, weaknesses, opportunities, threats (analysis)
TEPCO Tokyo Electric Power Company
UNEP FI United Nations Environment Programme Finance Initiative
WBCSD World Business Council for Sustainable Development
WEF World Economic Forum
XBRL eXtensible Business Reporting Language
Guide to the book

Learning Outcomes Learning outcomes

This chapter enables us to:
● Acknowledge that all corporate entities need governing.
● Realize how corporate governance has evolved.
● Appreciate the significance of the invention of the limited-liability co
● Realize the cultural component of corporate governance.
● Recognize recent developments and current frontiers of the subject.
Introducing you to every chapter, learning outcomes
list the main concepts and themes covered in each
chapter to help you clearly identify what you can
expect to learn. They can also be used to review your
learning and effectively plan your revision.

Corporate Governance in Action 2.1 The role of the US S

and XBRL reporting
The SEC was created following the Great Crash of 1929. Previously, there had be
federal involvement in corporate matters. During the 1920s, over 20 million sha
make their fortunes on the stock market. Of around US$50 million in new secur
worthless. Countless fortunes were lost. Many banks failed. Depression followed
markets collapsed.
Corporate governance in action
These are real-life examples of codes, policies, and
statements from companies around the world which
help to illustrate the ideas discussed in the text. They
will prompt you to analyse how organizations apply
these ideas in practice.

Case studies Case studies

Longer case studies are at the end of each chapter
Case study 2.1 Sir Philip Green and the collapse o and they explore a variety of contemporary issues
in a range of organizations. They are accompanied
Sir Philip Green
Green is a flamboyant and confrontational billionaire. Many reporters have e
by discussion questions which will help you apply
temper. He is not one to give interviews. So he was unlikely to provide inform
who has relied on company accounts published reports and newspaper com
corporate governance principles to real-world business
scenarios, and reinforce your learning. Over half of the
case studies are brand new for this edition!

Self-test questions Self-test questions

To confirm your grasp of the key points in this chapter, try answering th
Check your progress and test your knowledge with the
1. Why does a corporate entity need a constitution? end of chapter self-test questions. You can also visit the
2. What is the principal difference between a private and a public com online resources to read suggested answers.
3. Explain the difference between governance and management.
4. What are the two aspects of the board’s work that can provide a para
5. Describe the scope of corporate governance.

Projects and exercises Projects and exercises

1. The European Union has passed legislation permitting the incorpora
Develop your analytical and research skills by
company’ transcending the borders of its member states. Would it b completing the projects and exercises at the end of
companies were able to be incorporated in the United States at the
2. Chart the governance and management structure of a corporate ent each chapter. These exercises are varied in nature and
familiar, using the circle and triangle schematic. Academic, sporting,
could be covered, as well as public or private companies. Does the d
designed to help you reflect on key issues and think in
the potential to exercise power in that organization? practical terms.

References and further reading References and further reading

Blair, Margaret (1995) Ownership and Control: Demb, Ada and Frederich
Full references to sources used in the chapter are
Rethinking Corporate Governance for the
Twenty-First Century. The Brookings Institute,
Corporate Board: Conf
University Press, New
provided at the end of each chapter, allowing you to
Washington DC.
Financial Conduct Autho read in more detail or aid your research.
Cadbury, Sir Adrian (1992) The Financial Aspects of independently togeth
Corporate Governance: A report of the committee about diversity’, speec
on corporate governance. Gee & Co., London. 30 October. Available
Clarke, T. (2004) Theories of Corporate Governance. speeches/art-thinking
l b
Guide to the online resources

Supporting content for both students and registered lecturers of the book is available in the online
resources. Students can find additional information and updates on the cases in the book or explore
the subject further with new web links to additional content. Lecturers can download additional case
studies, PowerPoint slides, group activities, and access teaching notes for the case studies for use in
their teaching.
There is also a link to the Corporate Governance blog, regularly updated by Bob Tricker and
Chris Mallin, offering comment on current events in the world of business, economics, and finance,
from the perspective of corporate governance.
Visit www.oup.com/uk/tricker4e/ to find out more.
Introduction

What the book is about

This book will enable readers to:
●● appreciate the nature, functions, and realities of boards of directors and other governing
bodies;
●● analyse board structures, systems, and procedures, including board committees,
chairmen and chief executives, board remuneration, board leadership, and board
effectiveness;
●● understand major aspects of corporate governance, including:
– corporate governance principles and codes of practice;
– the board’s performance roles: strategy formulation and policy-making;
– the board’s conformance roles: executive supervision and accountability;
– the board’s responsibility for handling corporate risk:
the significance of board-level cultures and the leadership role of the board chair;
– assessment of board and director performance;
– corporate governance rating systems;
●● understand various theories of corporate governance;
●● appreciate corporate governance processes around the world, including:
– recognizing the significance of national cultures in corporate governance practices:
adopting an international and comparative perspective on the subject;
●● recognize the issues that are influencing corporate governance and board thinking,
including strategic risk management, cyber risk, corporate social responsibility,
sustainability, board diversity, and business ethics;
●● consider the future direction of corporate governance around the world and the drivers
of change.
How to use the book

The textbook provides the basis for understanding the subject. The boxed material provides
further illustration and examples. Case studies, at the end of each chapter, tell stories to illus-
trate issues in that chapter. Considering and, where possible, discussing, the cases reinforces
the learning. More case studies and supportive material can be found in the online resources.1
The internet now holds a vast amount of information about corporate governance. All
listed companies have websites, most with extensive material on their corporate governance
and investor relations. Regulators and professional bodies provide relevant information and
there are a number of useful sites devoted specifically to corporate governance matters. The
text references many websites to supplement the book. Because the addresses of many sites
are long, it is easy to make mistakes. So a list of addresses is provided in the students’ materials
associated with the book, to ‘cut and paste’. Each chapter has a set of self-test questions (with
answers in the online resources) to enable readers to check what they have learned.
Experience has shown that the book has been used in various graduate, undergraduate,
and professional courses and as a set text for professional examinations.

The basis of the book

The book is based on material that the author has developed over the years for directors’
courses at the Institutes of Directors in London and Sydney, the MBA programme at the Aus-
tralian Graduate School of Management, executive Masters at Hong Kong University, Mel-
bourne University, Hong Kong Baptist University, and an open-learning course for Hong Kong
Open University, as well as corporate governance courses for Russian university teachers
sponsored by the Canadian Government at the Schulich School of Business in Toronto.
Subsequently, I have continued to write regularly for the Oxford University Press Corporate
Governance blog, which I share with Professor Christine Mallin. Most recently, I have been
working on corporate governance in China with my colleague Dr Gregg Li.
My interest in boards and their behaviour was really kindled, however, in the 1970s, when I
was head of the Oxford Centre for Management Studies, subsequently to become Templeton
College, and then part of the Saïd Business School, Oxford. The Management Centre was
incorporated as a company limited by guarantee and its large governing council comprised
heads of Oxford colleges and leaders of major British companies. Council members outnum-
bered the academic staff. Its divisive cliques, political power plays, and unpredictable inter-
personal relations astounded me. This was not the behaviour of the classical organization
theories, analytical decision-making, and basic management concepts that we were teaching
in the Management Centre.
It occurred to me that governance was different from management. Throughout the 20th
century, the focus had been on management. But where was the board on the management

1 More material, including the OUP Corporate Governance blog, can be found on my own website: www.
BobTricker.com
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