ABSTRACT
This chapter considers the tension that exists between authority and accountability. Most scholars and practitioners would agree that both the concepts of authority and accountability are important to corporate law and more particularly to corporate governance and the life of boards. The chapter argues not only that authority and accountability can be reconciled, but that they must be reconciled, and this can be done provided that they are interpreted broadly enough and are both elements in the move to improve corporate governance. It examines whether there is a balance between authority/power and accountability. The UK provides us with an illustration concerning the pull of authority as against accountability. The need for a balance is demonstrated particularly in the early days of the UK's movement to a voluntary code system. Incorporating elements that are derived from the business judgement rule provides some significant protection for directors in an area where concern has been voiced that directors have to endure uncertainty.
