The Bank of England and the ‘prehistory’ of corporate governance

Abstract

Most accounts of the evolution of corporate governance in the UK take the Cadbury Report of 1992 as ground zero. This article draws on archival research to explore the work done from 1970 onwards by the Bank of England to institutionalise non-executive directors (NEDs) and investor engagement. It shows that many of the norms at the heart of the Cadbury Report of 1992 were already fully formed within the Bank by the early 1970s, and were then disseminated informally through contacts with City financial institutions and persistent efforts to identify the right kind of people to act as NEDs. The Cadbury Report was a formalisation of pre-existing norms rather than a rupture with what came before. More generally, the article highlights the influence of the idea of shareholders as ‘owners’ and the path dependent nature of the norms that now form the basis of corporate governance codes around the world.