Why Codes of Governance Work

Abstract

Governance codes have proved effective at promoting reform and improving corporate behavior, despite their lack of teeth. Boards in the United Kingdom, for example, are more independent now than they were before the adoption of the Cadbury Code, 12 years ago. Since codes are voluntary, they are more flexible than laws and regulations while still signaling to investors that corporate governance is being taken seriously.

Today, 50 countries have governance codes. But this very success may threaten their future, as they tend to become increasingly detailed and rigid. What's more, the trend toward global standards ignores the significant differences between the needs of developed and developing nations.

Keywords: corporate governance, corporate governance codes, comply or explain

JEL Classification: G34, G39