Corporate Governance and Gatekeeper Liability: the lessons from public authorities

(1) Under the requirements of the Local Government Act 1900, a system of promoting and regulating good governance in public authorities was introduced. The system involved the establishment of a Standards Board with agreed codes of conduct and enforcement mechanism through monitoring officers. All authority codes of conduct had to be approved by May 1902. The system was introduced under the headline of: “Reconnecting with the people – promoting good governance and ethical behaviour”. (2) In the mid‐1980s, the concept of “gatekeeper liability” was beginning to be promoted as a method of enhancing the regulation of boards of directors. The most influential work was that of Kraakman. Kraakman was concerned that a system of regulation was brought forward to respond to enforcement insufficiency in the area of corporate control. A notion of “gatekeeper” liability is one response. This paper explores the system of controlling governance in public authorities (1 above) and its relationship to the gatekeeper response advocated for private corporations (in 2 above). Through this analysis, a series of reflections and signposts are presented as lessons for the private sector and for the enhancement of good governance in that sector.