Corporate Governance Codes for the 21st Century

1. Front Matter

   Pages i-xxiv

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2. Overview

   1. Front Matter

      Pages 1-1

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   2. Corporate Governance Codes Under the Spotlight

      • Jean J. du Plessis, Chee Keong Low

      Pages 3-20

3. Fundamental Flaws with Self-regulation Through Voluntary Corporate Governance Codes

   1. Front Matter

      Pages 21-21

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   2. When the Solution Becomes the Problem: The Triple Failure of Corporate Governance Codes

      • Beate Sjåfjell

      Pages 23-55

   3. No Law?

      • Kent Greenfield

      Pages 57-76

   4. Self-regulation in International Corporate Governance Codes

      • Jeroen Veldman

      Pages 77-95

   5. Corporate Governance in India: The Transition from Code to Statute

      • Umakanth Varottil

      Pages 97-114

4. The Specific Aims with Voluntary Corporate Governance Codes

   1. Front Matter

      Pages 115-115

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   2. An Analytical Study of Board Accountability in Transnational Codes of Corporate Governance

      • Andrew Keay

      Pages 117-143

   3. Corporate Sustainability Practices and Regulation: Existing Frameworks and Best Practice Proposals

      • Gill North

      Pages 145-167

   4. From Sustainability to Conflict Minerals: The Creeping Codification of Non-financial Disclosure

      • Sandeep Gopalan

      Pages 169-188

   5. Hardening Soft Law Initiatives in Business and Human Rights

      • Barnali Choudhury

      Pages 189-208

   6. Delisting Rules in the Context of Corporate Governance: Can the Protection of Shareholders Be Effected by a Competition of Listing Rules or Are State-Made Provisions Required?

      • Matthias Casper, Niklas Gasse

      Pages 209-230

5. A Jurisdictional Analysis of Voluntary Corporate Governance Codes

   1. Front Matter

      Pages 231-231

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   2. Corporate Governance: Soft Law Regulation and Disclosure—The Cases of the United Kingdom and South Africa

      • Irene-Marie Esser

      Pages 233-260

   3. Disclosure and Auditing of Corporate Social Responsibility Standards: The Impact of Directive 2014/95/EU on the German Companies Act and the German Corporate Governance Code

      • Ingo Saenger

      Pages 261-273

   4. Globalisation of Corporate Governance Depends on Both Soft Law and Hard Law

      • Junhai Liu

      Pages 275-294

6. Back Matter

   Pages 295-302

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The book is the first comprehensive consideration, since the UK Cadbury Report recommended a voluntary Corporate Governance Code, of the question whether Corporate Governance Codes are the most effective way of ensuring adherence to good corporate governance principles. There is no doubt that the idea of voluntary compliance with good corporate governance practices, based on the principle of ‘comply or explain’, has captured the imagination of the world. It is probably one of the best and most comprehensive examples of ‘self-regulation’ ever seen in any area where the society could be affected significantly, for current purposes by corporations.
However, is this the most effective way of ensuring that corporations act responsibly and adhere to good corporate governance principles? Have these Codes really improved corporate governance practices significantly? Is it time for a rethink and, at least in certain areas, start to rely more on ‘hard law’ and clearer expectations to ensure compliance? All these issues are addressed in the book.

• Corporate governance codes
• Corporate regulation
• Corporate law
• Corporate social responsibility (CSR)
• Responsible corporate behavior and sustainability
• corporate social responsibility

• Deakin Law School, Deakin University, Geelong, Australia

  Jean J. du Plessis

• CUHK Business School, Chinese University of Hong Kong, Hong Kong, China

  Chee Keong Low

Jean Jacques du Plessis is Professor of Law at Deakin University, Australia.Chee Keong Low is Associate Professor in Corporate Law at Chinese University of Hong Kong.

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