Cadbury Committee 1992
Report on Financial Aspects of Corporate Governance

Investigated corporate board accountabilites to shareholders and society. Arged that methods of governance needed to

"....achieve a balance between the essential power of companies and their proper accountability".

Accountability to shareholders

• Shareholders appoint directors
• those with large shareholdings have more influence.
• Directors - legally obliged to act in the interests of shareholders (agency role).
  • a duty of care - must act within scope and capacity of the company
  • a fiduciary duty (trust/trusteeship)

Generally the board's responsibility is to

• formulate strategy
• develop policy
• appoint/supervise other senior, executive managers
• ensure systems are in place that monitor/safeguard accountability

OHP 4a on Ethics and Corporate Governance