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This year marks the twentieth anniversary of the publication of the Cadbury Report, one of the most significant events in modern corporate governance. The Cadbury Report, and its simple two page 'best practices', triggered a global debate on corporate governance. 'Cadbury' codes of corporate governance spread like wildfire. The legacy of the Cadbury Report lives on in the UK with no diminution in the appeal of its voluntary code/comply or explain approach to corporate governance. But there are several clouds looming on the horizon. Comply or explain and voluntary codes of corporate governance appear to have run their course elsewhere in the world. Even in the UK, legislative initiatives on the corporate governance front, either domestically initiated or EU-driven, may be sapping the voluntary code of its vitality. Although the conviction remains strong in the UK that the flexibility and opportunity for easy, rapid adjustments are strengths of the voluntary code approach to corporate governance, the constantly evolving nature of the UK voluntary codes may, in fact, be an indication of a deep-rooted problem. Are these voluntary codes of corporate governance, which give so much deference to industry sentiment and conventional wisdom, in a constant state of flux because they are not getting it right.


The author is also affiliated with the European Corporate Governance Institute (ECGI) and the Center for Transnational Legal Studies (London).

Publication Citation

Vill. L. Rev. (forthcoming)