Archive for October, 2012|Monthly archive page

Corporate Governance – an International Review

On Friday 28 September 2012, fellow blogger Christine Mallin and I were on High Table at Clare, the Cambridge college founded in 1326. We were there to celebrate the twentieth anniversary of the refereed research journal Corporate Governance – an International Review.

The current editor1, William Judge (Old Dominion University, Virginia) recognizing the high standing of the journal in academic circles for its rigour,  expressed the hope that in the future corporate governance research could become more relevant to the policies and practice of the subject.

Chris Mallin (Norwich Business School, University of East Anglia), who was editor from 2001 to 2007, described the heavy workload involved in editing a refereed journal, the challenge to meet deadlines, and the important contribution of referees.

Having been the founder-editor in 1993, I told stories of the early years. The genesis of the journal had come many years earlier. In the 1970’s audit committees of independent outside directors had become popular in the United States, not least as a hedge against potential litigants, who eyed auditors’ insurance-backed ‘deep pockets’ for damages. In 1978, Deloittes in London had asked me to consider the relevance of audit committees to the UK. I discovered that, although in principle they might be a good idea, in practice they would not work in Britain because the concept of independence among non-executive directors was unknown. The resultant report was published as The Independent Director2.My interest in boards and directors had been kindled.

But that spark was fanned by my experiences as Director of the Oxford Centre for Management Studies, a company limited by guarantee, whose governing body consisted of an equal number of heads of Oxford colleges and leaders of British business. I was astounded by the incredible behaviour of some members, who wielded power, with prejudice and passion. This was not the rational decision-making or analytical management theory we were teaching in the management centre. I realised that governance was different from management. It was about power.

The opportunity to explore the subject came with a subsequent five year research fellowship at Nuffield College, Oxford. I titled the resultant book Corporate Governance3, but wondered about that phrase ‘corporate governance’; after all I had called the trust set up to fund the research the Corporate Policy Group. My worries were not resolved when I sat next to a visitor at High Table in Nuffield, whom I learned later was a professor of ancient English. Commenting, rather stupidly, that I had just written a book, he asked the title. “Corporate Governance”, I said. “You mean corporate government?” he queried. “No,” I replied, “its corporate governance. I looked the word up.”  “My dear fellow,” he said, “governance, good gracious, governance, that word has not been used since the time of Chaucer.”  It turned out that was not strictly true, but I did lose some confidence. Subsequently, Sir Adrian Cadbury was gracious enough to say that the book had introduced him to the phrase, which he used for his seminal report4, which, of course, was the forerunner of corporate governance codes around the world.

The Oxford publisher Blackwells then approached me to edit an academic journal on the subject. The first edition of Corporate Governance – an International Review was published in January, 1993. Members of the distinguished editorial board included Adrian Cadbury and other authors who would make major contributions to the subject including Thomas Clarke, Philip Cochran, Ian Hay Davison, Ada Demb, Charles Handy, Jay Lorsch, Fred Neubauer, Bernard Taylor, and Steven Wartick.

On a less anecdotal note, I hoped that in the future, Corporate Governance – an International Review could become a conduit to link today’s parallel universes of corporate governance research and corporate governance practice. I concluded with thanks and best wishes for every success to the publishers, subscribers, editors, members of the editorial board, reviewers, and, of course, the contributors, for the next twenty years.

Bob Tricker
10 October 2012

1 From 1 January 2013, Alessandro Zattoni (Bocconi University, Italy) and Praveen Kumar (University of Houston, USA) will become joint editors. William Judge will remain on the Editorial Advisory Board

2 Tricker, R. I., The Independent Director, Tolley, London, 1978

3 Tricker, R. I., Corporate Governance – practices, procedures and powers in British companies and their boards of directors, Gower, Aldershot, UK, 1984

4 Cadbury, Adrian (Chairman of the Committee), The Financial Aspects of Corporate Governance, Gee, London,1992