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The Independent Review of Non-Executive Directors

Derek Higgs was appointed to lead an independent review of the role and effectiveness of non-executive directors in April 2002. The final report was published on 20th January 2003. The FRC published good practice suggestions from the report in June 2006; this guidance has since been withdrawn and replaced by the FRC Guidance on Board Effectiveness.

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The report

Independent Review of Non-Executive Directors
The final report which contained guidance for non-executive directors, guidance for the chairman and proposals for revisions to the combined code.

The Financial Reporting Council published the guidance document Good practice suggestions from the Higgs report in June 2006, based on annexes C to J from the report. The guidance has since been withdrawn and replaced by the FRC Guidance on Board Effectiveness (updated 2018). 

eBooks

The Library provides full text access to a selection of key business and reference eBooks from leading publishers. eBooks are available to logged-in ICAEW members, ACA students and other entitled users. If you are unable to access an eBook, please see our Help and support advice or contact library@icaew.com.

Exclusive Corporate Governance - Higgs and Smith
  • 2007
  • Sonia Mckay, Andrea Oates, Glynis Morris
  • CIMA Publishing
  • Finance Directors Handbook
Guide to the duties of modern finance directors. Chapter 6 looks at corporate governance and summarises the Higgs and Smith reports.
Exclusive Impact of the Higgs review
  • 2006
  • Margaret Exley, Belinda Hudson
  • Jossey-Bass
  • Building Better Boards - A Blueprint for Effective Governance
Presents practical advice on how to build better boards. The Higgs Review is looked at in detail in Chapter 13 on UK corporate governance.
Exclusive Introduction and background
  • 2017
  • ICSA Publishing
  • ICSA Publishing
  • The ICSA Corporate Governance Handbook
Chapter 1 looks at the development of corporate governance and specifically the history of corporate governance in the UK.
Exclusive Overview of corporate governance - Higgs and Smith
  • 2008
  • Alexander Davidson
  • Kogan Page
  • How the City Really Works
The key institutions, products and professions of the City of London. Chapter 25 is a overview of corporate governance and summarises the Higgs report and the Smith Report.
Exclusive Review of the combined code: Higgs, Smith and Tyson
  • 2008
  • Alan Calder
  • Kogan Page
  • Corporate Governance - A Practical Guide to Legal Frameworks
An introduction to governance for directors and executives. Chapter 5 looks at corporate governance in the UK and summarises the Higgs, Smith and Tyson reports and the review of the Combined Code.
Terms of use

You are permitted to access, download, copy, or print out content from eBooks for your own research or study only, subject to the terms of use set by our suppliers and any restrictions imposed by individual publishers. Please see individual supplier pages for full terms of use.

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Online articles

The library provides access to a range of articles in full text from leading business, finance and management journals. Access to articles is provided to logged-in ICAEW members, ACA students and other entitled users subject to suppliers' terms of use.

Exclusive The UK Corporate Governance Code Principle of 'Comply or Explain': Understanding Code Compliance as 'Subjection'.
  • Jan 2020
  • John Roberts, Paul Sanderson, Davdi Seidl, Antonije Krivokapic
The focus of this paper is on UK Code compliance and the contests and confusions that have surrounded its principle of 'comply or explain'. The paper first explores three key moments in the evolution of the UK Code: the initial Cadbury committee two‐page 'Code of Best Practice' in 1992, the more prescriptive 2003 post‐Enron changes to the UK Combined Code following the Higgs review, and the retreat from such prescription in the 2010 changes to the Code.
Exclusive Constructive criticism
  • Apr 2011
  • Malcolm McKenzie
The article looks at the importance of board of directors evaluation for them to effectively carry out their responsibilities. The idea of board evaluation, first appeared in the Higgs Review and was enshrined in the UK Corporate Governance Code.
Exclusive Ethnic diversity on top corporate boards: a resource dependency perspective
  • Dec 2007
  • Val Singh
Val Singh examines the presence of ethnic minority directors on FTSE 100 company boards following the 2003 Higgs Review and subsequent 2003 Tyson Report, which both recommended recruiting talented non-executive directors with diverse backgrounds.
Exclusive Beyond agency conceptions of the work of the non-executive director: creating accountability in the boardroom
  • Mar 2005
  • John Roberts, Philip Stiles, Terry McNulty
This article examines board effectiveness, using 40 in-depth interviews with company directors.
Higgs: one year on
  • Jan 2004
  • Scott Beagrie
What difference has the Higgs Review on corporate governance made to HR and to organisations generally?
terms of use

You are permitted to access articles subject to the terms of use set by our suppliers and any restrictions imposed by individual publishers. Please see for full terms of use.

Useful links

A non-executive decision
The Higgs Report promises the rise and rise of the non-executive director. Tim Russell asks whether they are up to the task - June 2003 post on The Lawyer website.

Higgs report on non-executive directors - a summary 
A March 2003 AccountingWEB article summarising the main matters and recommendations covered by the Higgs report.

ICSA Review of the Higgs Guidance
ICSA consultation from March 2010 for submission to the FRC to "update as necessary the good practice guidance from the 2003 Higgs Report".

The role of the non-executive director: making corporate governance work
A CIMA report published in April 2003 in response to the continuing controversy over the Higgs' report on non-executive directors. Emphasises the role that finance professionals have to play in ensuring good governance.

Articles and books in the ICAEW Library collection

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