Creating Better Boards Through Codification: Possibilities And Limitations In Uk Corporate Governance, 1992-2010

Since the beginnings of the global debate over corporate governance in the early 1990s, academics, practitioners and policymakers have focused on changing boards of directors to improve corporate governance. The financial crisis of 200709 arose despite two decades of codification of corporation governance, a process that continues in the light of concern about corporate performance and accountability: codes have not eliminated the problems they set out to address. Analysing the three main versions of the UK code of corporate governance, we see a shifting discourse of structures' in Cadbury to independence' under the reforms in 2003, and then in the 2010 iteration towards behaviour', as the code seeks to improve boards as mechanisms of corporate governance. The evolution in the language and recommendations of the code reveals growing understanding both of the practical challenge of board effectiveness and of the limitations to codification.