Failures of governance and the US and UK codes

In this lesson

1. 0:00 Corporate governance failures and evolution
2. 0:59 UK Code principles and board structure
3. 3:05 Five principles of UK Code explained
4. 4:29 Sarbanes-Oxley Act and US approach
5. 5:53 CEO and CFO personal accountability
6. 6:47 Practice questions on governance standards
7. 7:56 Applying logic to governance concepts

About this lesson

This video explores real-world cases like Enron and Carillion, then breaks down the UK Code's five core principles (Leadership, Effectiveness, Accountability, Relations, and Risk) and the strict requirements of Sarbanes-Oxley, including personal certification by CEOs and CFOs. You'll see how these frameworks apply in exam questions and gain practical insight into board structure, committees, and the separation of chairman and CEO roles. The UK Code emphasises best practice through principles like maintaining independent non-executive directors, establishing nomination, audit, and remuneration committees, and fostering genuine shareholder dialogue. In contrast, the US takes a legal compliance approach where failure to follow Sarbanes-Oxley is a criminal matter, with CEOs and CFOs personally liable for financial statement accuracy and internal control effectiveness. Understanding both frameworks helps you recognise which governance mechanisms apply in different contexts and answer exam questions confidently. The video includes worked examples showing how to identify which principles apply and why certain governance features matter for investor protection and organisational accountability.

Duration: 9m