GREENBURY &

HAMPEL COMMITTEES
CORPORATE GOVERNANACE EVOLUTION

Presented by
Rohan Kumar
21bc695
 CONTENT

01 02 03
CADBURY COMMITTEE GREENBURY COMMITTEE: HAMPEL COMMITTEE:
: ESTABLISHING THE STRENGTHENING HARMONIZING AND
FOUNDATION CORPORATE GOVERNANCE CLARIFYING STANDARDS
 FORMATION &
OBJECTIVES
01 02 03
Establishment Focus on Role of Non-
Transperancy Executives

The Cadbury
The committee's
Committee, formed in The Cadbury Report
primary objective was to
1991, aimed to address emphasized the
enhance transparency
the growing concerns importance of non-
and accountability in
about corporate executive directors in
the management of UK
governance and restore balancing power and
companies, setting the
public confidence in the ensuring effective
stage for future
wake of corporate oversight.
governance reforms.
scandals.

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 KEY
RECOMMENDATIONS
The Cadbury Report recommended a
BOARD
01 balanced board structure, with a clear
separation of the roles of chairman and
CEO, to prevent concentration of power.
STRUCTURE

Emphasis was placed on improving

FINANCIAL
02 financial reporting and internal controls to
provide accurate and transparent
information to stakeholders.
REPORTING

The report highlighted the need to protect SHAREHOLDER

03 and enhance shareholder rights, promoting
fair treatment and effective
communication.
RIGHTS
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 IMPACT &
LEGACY
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Global Evolution of Ongoing
Influence Governance Relevance

The Cadbury Its legacy lies in shaping The principles

Committee's the evolution of established by the
recommendations had corporate governance, Cadbury Report remain
a far-reaching impact, laying the groundwork relevant, serving as a
influencing corporate for subsequent benchmark for ethical
governance practices committees and codes conduct and
not only in the UK but to build upon. responsible corporate
also internationally. behavior.

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 DISCLOSURE
FOCUS ON PERFORMANCE-
REQUIREMENTS
ACCOUNTABILITY RELATED PAY

The Greenbury It recommended linking .The report emphasized

Committee addressed executive remuneration the disclosure of
concerns regarding to performance, aligning executive pay and
executive pay, incentives with long- benefits, ensuring
emphasizing the need term sustainable growth transparency and
for transparency and and shareholder value. enabling informed
accountability in shareholder decision-
remuneration practices. making.
 NON-EXECUTIVE
DIRECTORS
01 02 03
Enhanced Board Committee
Role Independence Oversight

The Greenbury Report It focused on promoting The report

emphasized the board independence, recommended the
enhanced role of non- ensuring that non- establishment of
executive directors in executive directors remuneration and audit
providing independent could effectively committees, enhancing
oversight and scrutinize and challenge governance oversight
challenging the management decisions. and decision-making
executive management. processes.

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 SHAREHOLDER
ENGAGEMENT
The Greenbury Committee highlighted the STRENGTHENING
01 importance of strengthening shareholder
engagement and empowering shareholders
to hold boards accountable.
SHAREHOLDER
RIGHTS

It emphasized the need for facilitating proxy

PROXY
02 voting and enhancing shareholder
participation in key governance decisions
and resolutions.
VOTING

The report encouraged active engagement INSTITUTIONAL

03 with institutional investors, recognizing their
influential role in corporate governance and
stewardship.
INVESTORS
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 EVOLVING GOVERNANCE
LANDSCAPE
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Global Emphasis on Legacy of
Impact Ethics Responsibility

The Greenbury Report's It reinforced the The report's legacy lies

recommendations had emphasis on ethical in promoting a culture
a global impact, conduct and of responsibility,
contributing to the responsible business accountability, and
strengthening of practices, aligning with transparency, shaping
governance standards evolving societal the ethos of modern
and practices expectations of corporate governance.
worldwide. corporate behavior.

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 STAKEHOLDER
INTEGRATION OF CLARITY AND
ALIGNMENT
RECOMMENDATIONS CONSISTENCY

The Hampel Report

It sought to bring clarity The report emphasized
aimed to integrate and
and consistency to the alignment of
harmonize the
governance standards, governance practices
recommendations of
addressing ambiguities with the interests of
the Cadbury and
and refining the stakeholders, fostering
Greenbury Committees,
principles of responsible trust and confidence in
providing a unified
corporate conduct. corporate decision-
framework for
making.
governance.
 BOARD EFFECTIVENESS
AND ACCOUNTABILITY
01 02 03
Board Risk Accountability
Dynamics Management Framework

The Hampel Committee It underscored the The report

focused on enhancing importance of robust recommended the
board effectiveness, risk management establishment of clear
emphasizing the need processes, ensuring that accountability
for diverse skills, boards could effectively frameworks, defining
independence, and identify, assess, and the roles and
constructive challenge mitigate risks. responsibilities of the
within the boardroom. board and
management.

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 STRATEGIC REPORTING
AND COMMUNICATION
The Hampel Report highlighted the need
STRATEGIC
01 for aligning corporate reporting with the
strategic objectives and long-term
sustainability of the business. ALIGNMENT

It emphasized the role of effective

EFFECTIVE
02 communication, encouraging transparent
and meaningful dialogue between
companies and their stakeholders.
COMMUNICATION

The report recognized the impact of TECHNOLOGY &

03 technology and innovation on reporting
practices, advocating for adaptive and
forward-looking communication strategies.
INNOVATION
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 FUTURE GOVERNMENT
IMPERATIVES
01 02 03
Adaption to Ethical Continual
Change Leadership Improvement

The Hampel
It underscored the The report highlighted
Committee's legacy lies
imperative of ethical the importance of
in promoting
leadership, emphasizing continual improvement,
adaptability and
the role of boards in fostering a culture of
resilience, recognizing
setting the tone for learning, innovation,
the need for governance
ethical conduct and and governance
frameworks to evolve in
responsible business excellence.
response to dynamic
practices.
business environments.

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THANK YOU!