The emergence of ‘comply or explain’ as a global model for corporate governance codes

MacNeil, I. and Esser, I.-M. (2022) The emergence of ‘comply or explain’ as a global model for corporate governance codes. European Business Law Review, 33(1), pp. 1-56.

Abstract

The introduction of the Cadbury Code in the UK in the early 1990s marked an important turning point in the evolution of corporate governance around the world. The ‘comply or explain’ approach pioneered by the Cadbury Code prioritised flexibility and the role of market discipline in its approach. While those characteristics can be linked to earlier trends in the evolution of corporate governance in the UK, it is more difficult to explain why the Cadbury Code has exerted so much influence over systems which differ from the UK in their approach and evolution. In this article we focus on the extent to which the ‘comply or explain’ approach has been adopted in other countries and attempt to explain why this has occurred. We propose three explanations for the diffusion of ‘comply or explain’ codes around the world and undertake qualitative and quantitative (leximetric) analysis to test these propositions.

• Item Type: Articles
• Status: Published
• Refereed: Yes
• Glasgow Author(s) Enlighten ID: Esser, Professor Irene-Marie and MacNeil, Professor Iain
• Authors: MacNeil, I., and Esser, I.-M.
• College/School: College of Social Sciences > School of Law
• Journal Name: European Business Law Review
• Publisher: Kluwer Law International
• ISSN: 0959-6941
• ISSN (Online): 1875-841X
• Copyright Holders: Copyright © 2022 Kluwer Law International BV, The Netherlands
• First Published: First published in European Business Law Review 33(1):1-56
• Publisher Policy: Reproduced in accordance with the publisher copyright policy

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