Discussion

The three issues debated intensely demonstrate how the process of codification revealed otherwise unstated logics and involved attempts to use the exercise of the debates to shift and embed power with central actors in the field. This chapter discusses ho

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Donald Nordberg

The Cadbury Code and Recurrent Crisis “A fascinating book, tracing the development of the UK Corporate Governance Code and highlighting its continuity through successive crises. It identifies areas of controversy and challenge, intriguingly suggesting that ‘defeated logics’ are merely suspended, perhaps poised to return. Essential interdisciplinary reading for all those interested in the UK’s corporate governance system.” —Andrew Johnston, Professor of Company Law and Corporate Governance, School of Law, University of Warwick “The importance of the Cadbury Committee and the codes of corporate governance that followed in shaping the current form and scope of possibility for corporate governance in the UK can hardly be underestimated. Nordberg’s fascinating account of the process by which these have been shaped by individuals and institutions is a welcome examination of how the code developed over time, what it achieved, and what it left undone. Those who care about how boards of directors work and how that work is guided by policy can learn much from this study.” —Dr. Jeroen Veldman, Associate Professor, Nyenrode Business University, The Netherlands “Professor Nordberg provides a timely and thoughtful discussion on a topic which, if anything, is even more important than it was some three decades ago. Recurrent corporate governance crises indeed indicate that the current paradigmatic approach to good corporate governance, with its focus on internal control, risk management, audit, overseen by a board, and increasingly dependent on the contribution of the independent director, may provide limited assurance as to its ability to prevent further cases of governance failures. Since the early 1990s we have seen increasingly damaging examples of governance failures which must give rise to the question whether the various corporate governance codes, guides, laws and formal reviews address the core problem of governance, how to prevent those entrusted with the assets of others from abusing their position, to a satisfactory degree. This is not purely an academic concern. Gross failures of governance can touch upon the livelihoods of entire nations and increasingly impact on the global community through the concept of ecological governance which aims at

incorporating issues of biodiversity and species extinction into the heart of the governance model. The late Sir Adrian Cadbury created an admirable and world leading guide to best governance practice, setting in motion a process of continuously reviewing, refining, and updating a Code which endured the test of time and is adopted across many jurisdictions. Nordberg’s book strongly contributes to the debate on how to address an age-old problem in a rapidly changing environment. By reflecting on current insights, urging to learn from past mistakes, emphasising a broad discussion, and most of all, keeping an open mind to potential future solutions, Nordberg continues the great tradition of asking critical questions without necessarily providing predetermined an