Cadbury and a Road Not Taken: Contestation Over Board Design and Development of UK Corporate Governance

Abstract

Since 1992, UK corporate governance has been guided by an evolving code of practice. This paper examines the debates during codification and revision, focusing on one issue, board design, and through a close reading of contributions to consultations, it shows the process had three outcomes: It valorised and institutionalised concerns of corporations and investors, but in ways legitimated disparate views and actors. It thus suppressed competing logics, but in ways that allowed them to resurface later. However, over time it failed to engage emerging voices in a rapidly changing market context, raising questions over its likelihood to retain legitimacy.

Keywords: Corporate governance, boards of directors, codes of conduct, UK, institutional logics, legitimacy

JEL Classification: M1, M48, N2