We have all heard and read a great deal about corporate governance recently: criticism from the effects of accounting irregularities, issues relating to board composition, and shareholder concerns about executive compensation have all resulted in a much more demanding corporate governance environment. But where do in-house lawyers sit within this debate, and what is our role perceived to be?
To attempt to answer the above questions, we should be mindful of the backdrop to the current debate. Corporate governance is a global phenomenon. In the UK, significant time has been spent in relation to the publication of the new Combined Code, but equally relevant are other best practice guidelines, the Tyson Report and recent examples of shareholder activism among other things. At the European Union (EU) level, Professor Jaap Winter is contributing much through the work of the High Level Group, which he chairs, while the US has seen the introduction of the Sarbanes-Oxley Act.
