''Review of the role and effectiveness of non-executive directors'' (or the "Higgs review") was a report chaired by

Derek Higgs Sir Derek Alan Higgs (3 April 1944 – 28 April 2008) was an English businessman and merchant banker. He was knighted in 2004. His father, Alan Higgs, was a multimillionaire through property businesses in the Midlands. Early life Sir Derek was ...

corporate governance Corporate governance is defined, described or delineated in diverse ways, depending on the writer's purpose. Writers focused on a disciplinary interest or context (such as accounting, finance, law, or management) often adopt narrow definitions th ...

commissioned by the UK government, published on 20 January 2003. It reviewed the role and effectiveness of

non-executive director A non-executive director (abbreviated to non-exec, NED or NXD), independent director or external director is a member of the board of directors of a corporation, such as a company, cooperative or non-government organization, but not a member of the ...

s and of the audit committee, aiming at improving and strengthening the existing

Combined Code The UK Corporate Governance code, formerly known as the Combined Code (from here on referred to as "the Code") is a part of UK company law with a set of principles of good corporate governance aimed at companies listed on the London Stock Exchang ...

. There was widespread unrest after the scandals in the US, involving

Enron Enron Corporation was an American energy, commodities, and services company based in Houston, Texas. It was founded by Kenneth Lay in 1985 as a merger between Lay's Houston Natural Gas and InterNorth, both relatively small regional companies. ...

WorldCom MCI, Inc. (subsequently Worldcom and MCI WorldCom) was a telecommunications company. For a time, it was the second largest long-distance telephone company in the United States, after AT&T. Worldcom grew largely by acquiring other telecommunic ...

, and Tyco. The US opted for legislation under the

Sarbanes–Oxley Act The Sarbanes–Oxley Act of 2002 is a United States federal law that mandates certain practices in financial record keeping and reporting for corporations. The act, (), also known as the "Public Company Accounting Reform and Investor Protecti ...

. Higgs strongly backed the existing non-prescriptive approach to corporate governance: "comply or explain". Yet he advocated more provisions with more stringent criteria for the board composition and evaluation of independent directors. He wanted to remove some of the discretion that the Code allowed. Higgs viewed the earlier scandals, which led to the

Cadbury Report The Cadbury Report, titled ''Financial Aspects of Corporate Governance'', is a report issued by "The Committee on the Financial Aspects of Corporate Governance" chaired by Sir Adrian Cadbury, chairman of Cadbury, that sets out recommendations on ...

could have been avoided had a Code been in place. The

Robert Maxwell Ian Robert Maxwell (born Ján Ludvík Hyman Binyamin Hoch; 10 June 1923 – 5 November 1991) was a Czechoslovak-born British media proprietor, member of parliament (MP), suspected spy, and fraudster. Early in his life, Maxwell escaped from N ...

debacle could have been avoided in his view because many firms already refused to deal with him, and disclosure of his company's governance practices would have led to more pressure for change. In December 2009, the Financial Reporting Council commissioned the Institute of Chartered Secretaries and Administrators to update the Higgs guidance with the assistance of a Steering Group. In July 2010, ICSA launched draft guidance Improving board effectiveness'as part of this process. The Financial Reporting Council published the final guidance in March 2011, and it is available here: http://www.frc.org.uk/getattachment/c9ce2814-2806-4bca-a179-e390ecbed841/Guidance-on-Board-Effectiveness.aspx

References

External links

* The Higgs report DBER
website
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pdf

Full text of the combined code 2006

Full text of the combined code 2003
* The Financial Services Authority

Listing Rules The Listing Rules (LR) are a set of regulations applicable to any company listed on a United Kingdom stock exchange, subject to the oversight of the Financial Conduct Authority (FCA). The Listing Rules set out mandatory standards for any company wi ...

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under which there is an obligation to comply with the Combined Code, or explain why it is not complied with, under LR 9.8.6(6). * The

Financial Reporting Council The Financial Reporting Council (FRC) is an independent regulator in the UK and Ireland based in London Wall in the City of London, responsible for regulating auditors, accountants and actuaries, and setting the UK's Corporate Governance and ...

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website
{{DEFAULTSORT:Review Of The Role And Effectiveness Of Non-Executive Directors Reports of the United Kingdom government 2003 in the United Kingdom United Kingdom company law Reports on finance and business Corporate governance in the United Kingdom 2003 documents

See also

References

External links