The Cadbury Code and Recurrent Crisis: A Model for Corporate Governance?

Abstract

Since 1992, corporate governance in the UK and much of the world has been articulated in codes of conduct, rather than formal law and regulations or even less formal social arrangements. Moreover, despite their gradual revision over the years, their core tenets survived despite repeated and arguably growing shocks to the system they were meant to protect. That suggests the problems they sought to address have not been solved. Britain – in particular its banks – was perhaps the worst hit by the global financial crisis, at a cost to the state that continues more than a decade later. How did various revisions fail to undertake fresh approaches to the recurring crises? This book explores how corporate governance in Britain came to be codified, what key disputes took place during its major revisions, and how it institutionalised a way of viewing what corporate governance should be. This study also suggests that the while the flexibility that was built into the code’s compliance regime allowed for variations, few companies took the opportunities provided to experiment with other ways of organisation the work of boards of directors. The code is much admired, with good reason. And it has achieved wide legitimacy. But is it the model for corporate governance? The Cadbury Code and Report was the starting point for this new direction. ... The UK code of corporate governance is widely admired and imitated, but it has not prevented the types of emergency that led to its creation – recurring failures of large corporations because of the lack of oversight and internal control. The biggest case was the financial crisis of 2007-09, in which the UK suffered disproportionate damage, as we shall see. Were we expecting too much of a code of conduct? Why did the framers of the code not recommend something stronger than a voluntary code of conduct? This study examines those questions through analysis of the debates that led up to the drafting of the original Cadbury Code and then the major revisions undertaken in 2003 and 2010 in response to renewed crises. It does so through a critical discourse analysis of contributions to the consultations that informed the drafting, undertaken against the economic and political context that shaped the code and was then shaped by it.