ABSTRACT
This chapter defines what Corporate Governance (CG) is and examines how it operates in the UK and in other jurisdictions. It highlights some of the many problems encountered in dealing with potential or discovered dishonesty, and then gives some ideas as to how board executives can minimize their exposure, in organizational terms, to wrongdoing. The legal and regulatory framework is shaped, firstly, by the Companies Act 2006 whose focus, or certainly the parts of it that should have the widest application in terms of commercial conduct, was aimed at clarifying the duties and responsibilities of directors of all companies. In contrast to US and other overseas jurisdictions, the UK relies on a voluntary set of principles, the Combined Code, to guide how boards with full listings on the London Stock Exchange. All boards should devise, publish and operate an appropriate business ethics policy. Many companies where fraud has been uncovered are listed companies or had extensive public and private shareholders.
