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
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