Corporate Governance — Beyond the Listed Company

In the world of corporate governance, more is not always better. Are we approaching an era of ‘peak governance’?

Corporate governance, said to have evolved from the publication of the Cadbury Report in 1992 has essentially focused on the governance of listed companies, with good governance the price for the privilege of access to public investors. Since the Cadbury Report, there has been an ongoing increase in the reach of legislators and regulators into the workings of the governance of listed companies, whilst at the same time a significant diminution of the role of such companies in the wider economy.

Is a more measured and nuanced approach required to the corporate governance standards expected of listed companies?

This in-depth report explores these key questions:

• Does the focus on listed companies need to be revisited and revised in the light of the general decline of listed companies?
• What does the decline of stock exchange listings as a preferred structure for raising capital mean for stakeholders?
• Can the expectations be the same for non-listed companies as listed companies in meeting the expectations of all stakeholders?
• Can good governance become the price of the privilege of limited liability, not just access to public capital?
• Would softening the corporate governance requirements that apply to listed companies, while at the same time reinforcing those applied to private companies, recognise the changing financial, economic and social importance of each form of limited liability company?

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Peter Greenwood, Chair and author of this report, provides a summary of the key insights that are explored in ‘Corporate Governance – Beyond the Listed Company’.

About the author:

Peter Greenwood is a Fellow of the Hong Kong Institute of Chartered Secretaries and of the Chartered Governance Institute. He has master’s degrees in both Law and War Studies and is qualified as a lawyer in England and Wales, France and Hong Kong.

He began his career as a corporate lawyer in London, Hamburg, Paris and Hong Kong, before joining CLP Holdings, one of the largest investor-owned power companies in Asia, based and listed in Hong Kong. Starting as Company Secretary and General Counsel, Peter joined the Board of CLP in 2000 as an Executive Director, ultimately assuming responsibility for business strategy and development.

He retired in 2013 and is presently a Member of the Council of The Chartered Governance Institute and Chairman of its Thought Leadership Committee.