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In memoriam
Jonathan Charkham
One of founding fathers of corporate governance

Jonathan Charkham, who has died at the age of 75, was internationally recognised as one of the founding figures of corporate governance reform. His career spanned law, manufacturing, the civil service, the Bank of England and directorships of both private and publicly listed companies.

He is credited with having laid the groundwork for the concept of the independent non-executive director and was an early champion of shareholder responsibility, which he argued was an unavoidable consequence of owning company shares.

He wrote the first international comparison of corporate governance in his book Keeping Good Company, which he updated this year. The subject was of vital concern around the world, he concluded - regardless of the difference in approach because "on it depends a good portion of any nation's prosperity," he argued. "A proper framework for the exercise of power is an economic necessity, a political requirement and a moral imperative."

He was head of Promotion of non-executive directors (PRO NED), which was formed in the wake of the UK's secondary banking crisis in the 1970s. Sir Adrian Cadbury, who worked with Charkham as chairman at PRO NED and later led the Cadbury committee on corporate governance, said: "He was a wonderful companion, interested in everything and with an individual, questioning standpoint, which forced one to think - an uncomfortable process!"

He was educated at St Paul's and then Cambridge, after which he was called to the bar. He married Moira Salmon in 1954, to whom he affectionately referred as "the boss", acknowledging their partnership through a career that spanned government, the private sector and public service.

He later took over the family manufacturing business that had been established by his grandparents, emigres in the nineteenth century from central Europe. He admired their hard work and never lost a sense of his own good fortune that gave him a profound sense of responsibility to others. It also gave him the insight and experience into how companies work, which provided the foundation for his future thinking.

He then joined the Civil Service, ultimately heading the powerful Whitehall Public Appointments Unit. He later joined the Bank of England, where he rose to become chief adviser to the governors.

Upon retirement, he was able to take up writing, teaching and company directorships. He served as both the Sheriff of London and Chief Commoner at the Corporation of London and enjoyed a title with a hint of the oxymoron.

Charkham's work in the field of corporate governance was internationally acknowledged. He joined a pioneering project exploring the role of shareholders led by US governance guru Ira Millstein, who recalls a small group of executives, regulators and academics who assembled in New York in 1988 to form the Institutional Investor Project at Columbia University.

"To civilise the group, we invited the distinguished Jonathan Charkham to teach us about the Mother Country. Jonathan represented the Bank of England. We then set out to find out why, as Jonathan so aptly put it, the institutional investors were 'supine'. Jonathan's wisdom, demeanour and insights, born of years of hands-on experience, and total devotion to credible governance was a beacon to us all."

Charkham developed his thinking on the issue of the role of investors in corporate governance in the book "Fair Shares: the future of shareholder power and responsibility". He developed his thinking as an adviser to Pirc, the advisory consultancy, in its early years, then later with Hermes, which pioneered active shareholder engagement under the leadership of Alastair Ross Goobey.

He continued to think in an original way and challenge fundamental precepts, notably in a recent paper for the Cass Business School, at the City University of London, where he held an honorary doctorate and was a visiting professor.

He questioned whether accounts could ever be considered either true or fair, arguing that the real issues were integrity and judgment. He argued for simplicity and clarity in reporting, observing that "the old adage, 'when in doubt, cut it out' has given place to a new one, 'don't hesitate, proliferate'".

Charkham's teaching and advisory work took him around the world, working for the World Bank, International Finance Corporation and the Organisation for Economic Co-operation and Development.

He is survived by his wife Moira, their daughter and twin sons.

Reproduced by kind permission of the Financial Times
This obituary first appeared in the Financial Times on 2 June 2006. It was written by Anne Simpson, executive director of the International Corporate Governance Network. She was co-author with Jonathan Charkham of Fair Shares - The Future of Shareholder Power and Responsibility