Table of Contents

1: The Genesis of Corporate Governance
2: Code Consequences for UK Boards
3: The Board Task
4: Board Membership
5: The Chairman and Board Structure
6: Taking the Chair
7: The Chairman and the Chief Executive
8: The Chairman and the Top Team
9: Representing the Company
10: Corporate Social Responsibility
11: Issues for Chairmen
12: The Governance Agenda
13: Summing-up
Appendix:

About the Author

Adrian Cadbury is Chancellor of the University of Aston. From 1969-74 he was Deputy Chairman and Managing Director of Cadbury Schweppes before becoming Chairman in 1975. In 1992 he chaired the committee, sponsored by the Bank of England, whose Report on the Financial Aspects of Corporate Governance (commonly known as the 'Cadbury Report') put issues of corporate governance on the map. Amongst many positions held, he has been Director of the Bank of England
(1970-94); Director of IBM UK Ltd (1975-94); Director of the National Exhibition Centre (1989-present); Chairman of the West Midlands Economic Planning Council (1967-70); Chairman of the Economic and Financial
Policy Committee (1974-80); and Chairman of Promotion of Non-Executive Directors (1984-present). He was made a Freeman of the City of Birmingham in 1982 and was High Sheriff of the West Midlands from 1994-5.

Reviews

Every book is at its core the story of its author and this is a splendid tale. Bob Monks, EBF The world is stacked with books claiming to offer the definitive formula for running a succesful company. Give them a wide berth and opt instead for Sir Adrian Cadbury's memoir on corporate governance. Cadbury has a depth of experience and insight on running companies and boards which shows on every page. John Plender, Financial Times The elder statesman of corporate governance ... has distilled his experience ... in an illuminating account of the consequences of the corporate governance movement ... a comprehensive primer on the art of chairmanship. Simon Caulkin, The Observer This book provides an admirably clear and insightful appraisal of the many unresolved issues surrounding the role and effectiveness of boards of directors, and their relations with shareholders. Drawing on his own board-room experience as well as his deep involvement in the international drive for better corporate governance over the past decade, the author offers wise and helpful advice for chairmen and directors, and for policy-makers who may be contemplating changes in company law. At a time when the responsibilities of directors are under renewed scrutiny, this book is an authoritative contribution to a debate which is central to the future of the capitalist system. Sir Geoffrey Owen, LSE Based on vast personal experience with boards, chairmen and CEOs, governance codes and legislation, Sir Adrian Cadbury has captured the current state of corporate governance in 2002, for all readers. He explains and demonstrates how a credible board, earnestly applying itself to assisting the CEO, together with a chairman who has the authority and time to lead the board, can be a major factor in creating trust and credibility in the market system. While much of his wise explanations and advice are based on UK sources, they are equally, or even more so, applicable to the US. Ira Millstein, Weil, Gotshal and Manges, NY I can imagine no better primer for a FTSE-100 chairman. A ruch needed primer too. Sarah Hogg, Chairman of 3i Of all the people I know in the corporate governance world, Adrian Cadbury is the one I would trust the most. The personal view he gives in this book is exactly what I would have expected: comprehensive, balanced, stuffed full of experience and common sense, helpful without being prescriptive, dead relevant to today's circumstances, and human. This book is a well-times reminder to all chairman of how much we owe to him for what he has contributed to governance thinking. Sir Christopher Hogg, Reuters; Chairman, GlaxoSmith Kline