The Cadbury Code and Recurrent Crisis: A Model for Corporate Governance?

1. Introduction: the UK code of corporate governance is widely admired and imitated, but it has failed to address the emergency that led to its creation - the repeated failure of large UK corporations because of the lack of oversight and internal control. The biggest case was the financial crisis of 2007-09, in which the UK suffered disproportionate damage. Were we expecting too much of a code of conduct? Why did the framers of the code not recommend something stronger than a voluntary code of conduct?

2. The historical background and key concepts of corporate governance: including differences in context between the starting point of concern in the US during the Great Depression after the Wall Street Crash of 1929 and the UK, and then extending that to the end of the 20^th century. A detailed look at institutional, market and political situations in the UK in which the code developed.

3. Institutions, institutional theory, and power: Formal and informal institutions, the problem of institutions outliving their usefulness, how institutions disguise power, and how institutional logics illuminate the relationship to power.

4. The institutional context for corporate governance: the battle between the UK and the European Union over company law - created flashpoints for the framers of the first code: the shape of the board of directors (board design) and the nature of compliance.

5. Historical analysis of the inputs of corporations, accountancy bodies and firms: lawlooking at the question of board design - unitary versus two-tier - covering 1992 and then the major code revisions in 2003 and 2010, after fresh crises in corporate governance.

6. An analysis about the debate about compliance and enforcement.

7. A critical analysis of what these debates show us about the seat and shift of power between the key actors in the field - corporations, mainstream institutional investors, professional services firms and bodies, and more peripheral voices in the debate. Central actors have embedded their authority over the process, marginalisation more peripheral voices but with excluding them, which allows their arguments to resurface in the cycle of recurring code revision.

8. Conclusions about how the code has influenced the practice of corporate governance and how the process of developing the code has both built a consensus, a logic of corporate governance while also embedding a lack of experimentation that might have done more to address the underlying problem of corporate collapse. It also notes that participation in the more recent code debates have failed to reflect the shifting patterns of investment in the UK equities market.

9. An epilogue offers a contemporary postscript, looking at the collapse of Carillion in 2019, the political to and fro over worker rights on boards of directors in the government of Theresa May, Brexit, and the current debate over regulation of accountancy and corporate governance more widely.