Business Elites and Corporate Governance in France and the UK
Business Elites and Corporate Governance in France and the UK is a cross-national study of business elites and corporate governance in France and the UK. It examines corporate governance from a comparative standpoint and looks beneath the surface at the e
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French Politics, Society and Culture Series Standing Order ISBN 978-0-333-8044-7 hardcover Series Standing Order ISBN 978-0-333-80441-4 paperback toul\idc .\'(Jr/11 .\mt'lit•t nuh·•
You t.:d l l 1\' t.. \:in· tul ur..· titk' in t hh ",·rit.·' i l" tla·y ~I I\.' puhJ i ,h~.·d h ~ plt.u..i ug ,1 , l,llld i nt: tJII..h.•r. Ph-.' 'l' null.ld ~our hoo~, reflected in the number of national codes now in existence.r, Few nations would accept a one-size-fits-all approach to corporate governance, as evinced by the difficulties experienced by the European Commission in setting up a European Union ( EU) company statute. The cultural specificity of corporate governance i.., a point to which we shall return. In this book. we define corporate governance as the legitimating mechanisms, processes and codes through which power and authority are exercised by business elites. In defining elites, we follow the definition put forward by Tom Bottomore, who defines them simply as ·functional, mainly occupa7 tionaL groups that have high status (for whatever reasons) in a society' . This leads us, for the purposes of this study, to identify members of the business elite as the upper tier director" of the top l 00 companies in France and the UK respect1\ely. Corporate governance has undergone significant change in recent years, on both sides of the Channel. as elsewhere. This has resulted in a plethora of governance reports in a general drive towards greater openness and accountability ~ most notably. as far as Britain and France are concerned. the Cadbury x and Vicnot Reports.'J which have spawned numerous others. The 1992 Cadbury Report in particular was a landmark in 111 thinking on governance. \-\hose influence cannot be played down. It successfully focused corporate minds on matters such as regulation, responsibility and reporting to shareholders: board effectiveness, structures and procedures: auditing and accountability. It struck a chord in France in the wake of some embarrassing business scandals. propelling the role of top management out of public complacency and on to centre stage. This led directly to the 1995 Vienot Report which paved the way towards flll1her reform. Is corporate governance in France now converging on the British modeL traditionally more geared to shareholders' concerns' 1 The word "British' is used here advisedly. in preference to
E!ire.1 ond Gol'enwnce in France ond the UK
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·Anglo-American·. The governance systems that obtain in Britain and the US are in fact quite distinct. despite widespread perceptions to the contrary. Britain having a unitary board, whereas in the US the hoard is essentially a non-executive body. normally with just the president and 11 chief executive being linked to the operational parts of the husincss. Reform and increasing regulation have not. however, stemmed the tide of financial scandal, as the recent cases of Enron and WorldCom amply demonstrate. Nor has the advent of company committees designed to ensure good governance - remuneration, audit and nomination committees - led
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