Corporate Governance: Practice and Issues, 2nd Ed | 2023

Corporate Governance: Practice and Issues, 2nd Ed

The second edition of Corporate Governance – Practice and Issues offers a practical guide to corporate governance, aimed at directors, executives, managers, company secretaries, legal and financial professionals, including lawyers and auditors. Drawing from the author’s 30 years of experience in the field, the book emphasizes integrity as the cornerstone of good governance — the courage to uphold ethical standards and consistently make the right decisions.

This updated edition reflects legal developments over the past decade and explores whether corporate governance has truly progressed. Taking a fresh, unconventional approach, it covers:

• The historical development of corporate governance over the past thirty years

• Environmental, Social and Governance (ESG) considerations

• The distribution of power within a company — whether it lies with shareholders, management, the board collectively, or individual directors

• Directors' roles, duties, responsibilities, and liabilities, along with the critical role of transparency through disclosure

• The function and effectiveness of board committees

• Key issues around remuneration, including entitlement and determination

• Internal control and risk management practices

The book also includes practical discussion points and a dedicated chapter on nominee directors and the unique challenges they face. A standout feature is its focus on governance in statutory bodies governed by Acts of Parliament.

Ultimately, the book highlights that effective corporate governance goes beyond frameworks and procedures — it hinges on having the right individuals consistently making ethical choices and acting through proper channels. While structures and systems are vital, it is people who form the true foundation of governance.