EUR ING Prof Andrew D Chambers, BA, PhD, CEng, FCA, FCCA, FIIA, FBCS, CITPTwice mentioned in House of Lords’ debates as an authority on corporate governance and internal auditing and by The Times as ‘a worldwide authority on corporate governance’, Andrew has been a non-executive director of a FTSE250 financial institution, a well-known mutual, small software companies, an NHS acute hospital trust and a well-known charity – usually having chaired their audit committees. He has conducted external, independent board evaluations for banks and public bodies.He was Dean of what is now the leading Bayes Business School where he is Professor Emeritus and, until 2013, was Professor of Corporate Governance at London South Bank University. He was Professor of Audit and Control at the University of Hull from 1994–98 and has held visiting professorships at the Catholic University of Leuven in Belgium (twice) and at Birmingham City University.In 2010 he was appointed as the Specialist Advisor to the House of Lords’ Economic Affairs Select Committee’s Inquiry into 'Auditors: market concentration and their role' that led to audit market reforms. Andrew was one of a seven-member UK committee which, in 2013, published Internal Audit Guidance for Financial Services. He has been a member of the UK FRC’s Auditing Practices Board and until 2017 he chaired the Federation of European Accountants’ (FEE’s) Corporate Governance and Company Law committee (Brussels).Andrew has been a director of The Institute of Internal Auditors Inc. and a member of their International Internal Audit Standards Board for ten years on two separate occasions. He has received the Chartered Institute of Internal Auditors’ Distinguished Service Award and the Bradford Cadmus Memorial Award of the Global Institute of Internal Auditors. Author of more than 20 books, including Operational Auditing Handbook: Auditing Business & I.T. Processes, 2nd edition and Tolley’s Internal Auditor’s Handbook, 2nd edition, 2009.

• Part A: Effective Boards and DirectorsChapter A1 The Effective Board Chapter A2 Considering Joining a Board Chapter A3 Independence Issues Chapter A4 Resigning a Directorship Chapter A5 Board Committees Chapter A6 Board Policies and Policy Statements Chapter A7 SME and Family Company Corporate Governance Chapter A8 Governance of International Organisations Chapter A9 Directors with Company Loans: Independence and Conflict of Interest Implications Chapter A10 Corporate Governance Disclosures for Smaller and Private Companies Part B: Contributed ChaptersChapter B1 Avoiding the Pitfalls in Running a Private Company Chapter B2 Evaluating Board Effectiveness Chapter B3 Diversity: Making it to the Top Chapter B4 The Chairman’s Perspective Chapter B5 The Non-Executive Director’s Perspective Chapter B6 The Effective Board Chapter B7 Survey of Non-Executive Directors’ Views Chapter B8 A job for the girls! – Creating female chairmen before the lights go out Chapter B9 Independent external board reviewsChapter B10 HR on the Board? Part C: Understanding Corporate GovernanceChapter C1 Understanding Corporate Governance Chapter C2 Grand Themes in Corporate GovernanceChapter C3 Applying the Theories that Underpin Corporate Governance Chapter C4 Do Non-Executive Directors Add Value? Chapter C5 Corporate Social Responsibility, Integrated Reporting and Sustainability Chapter C6 Culture, Ethics and the Board Chapter C7 Leadership Part D: Corporate Governance in PracticeChapter D1 The UK’s Companies Act 2006 – Corporate Governance Issues Chapter D2 The UK Approach to Corporate Governance Chapter D3 Critique of UK Corporate Governance Chapter D4 The Walker Review of Corporate Governance in UK Banks and other Financial Industry Entities Chapter D5 Checklist to Benchmark Corporate Governance Practice in the Context of the UK Corporate Governance CodeChapter D6 British Governance Standard (2013) – Code of Practice for Delivering Effective Governance of Organizations Chapter D7 Gulf Corporate Governance Part E: Board CommitteesChapter E1 Overview of Audit Committee ResponsibilitiesChapter E2 Effective and Efficient Conduct of Audit Committee Business Chapter E3 Audit Committees and Sarbanes-Oxley in the UK Chapter E4 Audit Committee Oversight of Published Information Chapter E5 Audit Committee Oversight of Risk Management and Internal Control Chapter E6 Audit Committee Oversight of External Audit Chapter E7 Audit Committee Oversight of Internal Audit and other Review Agencies Chapter E8 The Development of Audit Committees over Time Chapter E9 Board Risk CommitteesChapter E10 Board Remuneration Committees Chapter E11 Board Nomination Committees Chapter E12 The Senior Independent Director (SID) Part F: The Corporate Governance JourneyChapter F1 The Corporate Governance Framework Chapter F2 Evolution of the UK Code and the Impact of Higgs and Smith Chapter F3 Recent UK Corporate Governance Code Developments to 2018 Chapter F4 From a Free Market Towards a Social Market UK Model Part G: Risk Management, Internal Control and Internal AuditChapter G1 The Risk Conversation at Board LevelChapter G2 Risk Management and Internal Control Chapter G3 Three Lines of Defence Chapter G4 Recalibrating Internal Audit Chapter G5 Positioning internal audit for effective CSR and ESG Part H: External OversightChapter H1 External Control Chapter H2 Is Audit failing the Global Capital Markets? APPENDICESAppendix 1 The UK Corporate Governance Code, July 2018Appendix 2 The UK Stewardship CodeAppendix 3 The Chartered Director (CDir) Qualification Appendix 4 Board Committees – Terms of ReferenceAppendix 5 Suggestions for Good Practice from the Higgs ReportAppendix 6 Cadbury, Greenbury and 1998 Combined CodesAppendix 7 Internal Auditing’s Mission, Principles, Definition and Code of EthicsAppendix 7 Internal Auditing’s Mission, Principles, Definition and Code of Ethics Appendix 8 International Standards for the Professional Practice of Internal Auditing Appendix 9 Independent External Board Evaluations Code of Practice

An excellent guide for those of legal and other backgrounds who are involved in issues of Corporate Governance. [It deals] with a complex, difficult challenge facing companies, and indeed society ... [It] is also readable at many levels, from the specialist practitioner to the management dealing with Governance, all the way to the student dealing with this topic … it comes highly recommended to all potential readers.

EUR ING Prof Andrew D Chambers, BA, PhD, CEng, FCA, FCCA, FIIA, FBCS, CITPTwice mentioned in House of Lords’ debates as an authority on corporate governance and internal auditing and by The Times as ‘a worldwide authority on corporate governance’, Andrew has been a non-executive director of a FTSE250 financial institution, a well-known mutual, small software companies, an NHS acute hospital trust and a well-known charity – usually having chaired their audit committees. He has conducted external, independent board evaluations for banks and public bodies.He was Dean of what is now the leading Bayes Business School where he is Professor Emeritus and, until 2013, was Professor of Corporate Governance at London South Bank University. He was Professor of Audit and Control at the University of Hull from 1994–98 and has held visiting professorships at the Catholic University of Leuven in Belgium (twice) and at Birmingham City University.In 2010 he was appointed as the Specialist Advisor to the House of Lords’ Economic Affairs Select Committee’s Inquiry into 'Auditors: market concentration and their role' that led to audit market reforms. Andrew was one of a seven-member UK committee which, in 2013, published Internal Audit Guidance for Financial Services. He has been a member of the UK FRC’s Auditing Practices Board and until 2017 he chaired the Federation of European Accountants’ (FEE’s) Corporate Governance and Company Law committee (Brussels).Andrew has been a director of The Institute of Internal Auditors Inc. and a member of their International Internal Audit Standards Board for ten years on two separate occasions. He has received the Chartered Institute of Internal Auditors’ Distinguished Service Award and the Bradford Cadmus Memorial Award of the Global Institute of Internal Auditors. Author of more than 20 books, including Operational Auditing Handbook: Auditing Business & I.T. Processes, 2nd edition and Tolley’s Internal Auditor’s Handbook, 2nd edition, 2009.

• Part A: Effective Boards and DirectorsChapter A1 The Effective Board Chapter A2 Considering Joining a Board Chapter A3 Independence Issues Chapter A4 Resigning a Directorship Chapter A5 Board Committees Chapter A6 Board Policies and Policy Statements Chapter A7 SME and Family Company Corporate Governance Chapter A8 Governance of International Organisations Chapter A9 Directors with Company Loans: Independence and Conflict of Interest Implications Chapter A10 Corporate Governance Disclosures for Smaller and Private Companies Part B: Contributed ChaptersChapter B1 Avoiding the Pitfalls in Running a Private Company Chapter B2 Evaluating Board Effectiveness Chapter B3 Diversity: Making it to the Top Chapter B4 The Chairman’s Perspective Chapter B5 The Non-Executive Director’s Perspective Chapter B6 The Effective Board Chapter B7 Survey of Non-Executive Directors’ Views Chapter B8 A job for the girls! – Creating female chairmen before the lights go out Chapter B9 Independent external board reviewsChapter B10 HR on the Board? Part C: Understanding Corporate GovernanceChapter C1 Understanding Corporate Governance Chapter C2 Grand Themes in Corporate GovernanceChapter C3 Applying the Theories that Underpin Corporate Governance Chapter C4 Do Non-Executive Directors Add Value? Chapter C5 Corporate Social Responsibility, Integrated Reporting and Sustainability Chapter C6 Culture, Ethics and the Board Chapter C7 Leadership Part D: Corporate Governance in PracticeChapter D1 The UK’s Companies Act 2006 – Corporate Governance Issues Chapter D2 The UK Approach to Corporate Governance Chapter D3 Critique of UK Corporate Governance Chapter D4 The Walker Review of Corporate Governance in UK Banks and other Financial Industry Entities Chapter D5 Checklist to Benchmark Corporate Governance Practice in the Context of the UK Corporate Governance CodeChapter D6 British Governance Standard (2013) – Code of Practice for Delivering Effective Governance of Organizations Chapter D7 Gulf Corporate Governance Part E: Board CommitteesChapter E1 Overview of Audit Committee ResponsibilitiesChapter E2 Effective and Efficient Conduct of Audit Committee Business Chapter E3 Audit Committees and Sarbanes-Oxley in the UK Chapter E4 Audit Committee Oversight of Published Information Chapter E5 Audit Committee Oversight of Risk Management and Internal Control Chapter E6 Audit Committee Oversight of External Audit Chapter E7 Audit Committee Oversight of Internal Audit and other Review Agencies Chapter E8 The Development of Audit Committees over Time Chapter E9 Board Risk CommitteesChapter E10 Board Remuneration Committees Chapter E11 Board Nomination Committees Chapter E12 The Senior Independent Director (SID) Part F: The Corporate Governance JourneyChapter F1 The Corporate Governance Framework Chapter F2 Evolution of the UK Code and the Impact of Higgs and Smith Chapter F3 Recent UK Corporate Governance Code Developments to 2018 Chapter F4 From a Free Market Towards a Social Market UK Model Part G: Risk Management, Internal Control and Internal AuditChapter G1 The Risk Conversation at Board LevelChapter G2 Risk Management and Internal Control Chapter G3 Three Lines of Defence Chapter G4 Recalibrating Internal Audit Chapter G5 Positioning internal audit for effective CSR and ESG Part H: External OversightChapter H1 External Control Chapter H2 Is Audit failing the Global Capital Markets? APPENDICESAppendix 1 The UK Corporate Governance Code, July 2018Appendix 2 The UK Stewardship CodeAppendix 3 The Chartered Director (CDir) Qualification Appendix 4 Board Committees – Terms of ReferenceAppendix 5 Suggestions for Good Practice from the Higgs ReportAppendix 6 Cadbury, Greenbury and 1998 Combined CodesAppendix 7 Internal Auditing’s Mission, Principles, Definition and Code of EthicsAppendix 7 Internal Auditing’s Mission, Principles, Definition and Code of Ethics Appendix 8 International Standards for the Professional Practice of Internal Auditing Appendix 9 Independent External Board Evaluations Code of Practice

An excellent guide for those of legal and other backgrounds who are involved in issues of Corporate Governance. [It deals] with a complex, difficult challenge facing companies, and indeed society ... [It] is also readable at many levels, from the specialist practitioner to the management dealing with Governance, all the way to the student dealing with this topic … it comes highly recommended to all potential readers.

EUR ING Prof Andrew D Chambers, BA, PhD, CEng, FCA, FCCA, FIIA, FBCS, CITPTwice mentioned in House of Lords’ debates as an authority on corporate governance and internal auditing and by The Times as ‘a worldwide authority on corporate governance’, Andrew has been a non-executive director of a FTSE250 financial institution, a well-known mutual, small software companies, an NHS acute hospital trust and a well-known charity – usually having chaired their audit committees. He has conducted external, independent board evaluations for banks and public bodies.He was Dean of what is now the leading Bayes Business School where he is Professor Emeritus and, until 2013, was Professor of Corporate Governance at London South Bank University. He was Professor of Audit and Control at the University of Hull from 1994–98 and has held visiting professorships at the Catholic University of Leuven in Belgium (twice) and at Birmingham City University.In 2010 he was appointed as the Specialist Advisor to the House of Lords’ Economic Affairs Select Committee’s Inquiry into 'Auditors: market concentration and their role' that led to audit market reforms. Andrew was one of a seven-member UK committee which, in 2013, published Internal Audit Guidance for Financial Services. He has been a member of the UK FRC’s Auditing Practices Board and until 2017 he chaired the Federation of European Accountants’ (FEE’s) Corporate Governance and Company Law committee (Brussels).Andrew has been a director of The Institute of Internal Auditors Inc. and a member of their International Internal Audit Standards Board for ten years on two separate occasions. He has received the Chartered Institute of Internal Auditors’ Distinguished Service Award and the Bradford Cadmus Memorial Award of the Global Institute of Internal Auditors. Author of more than 20 books, including Operational Auditing Handbook: Auditing Business & I.T. Processes, 2nd edition and Tolley’s Internal Auditor’s Handbook, 2nd edition, 2009.

• Part A: Effective Boards and DirectorsChapter A1 The Effective Board Chapter A2 Considering Joining a Board Chapter A3 Independence Issues Chapter A4 Resigning a Directorship Chapter A5 Board Committees Chapter A6 Board Policies and Policy Statements Chapter A7 SME and Family Company Corporate Governance Chapter A8 Governance of International Organisations Chapter A9 Directors with Company Loans: Independence and Conflict of Interest Implications Chapter A10 Corporate Governance Disclosures for Smaller and Private Companies Part B: Contributed ChaptersChapter B1 Avoiding the Pitfalls in Running a Private Company Chapter B2 Evaluating Board Effectiveness Chapter B3 Diversity: Making it to the Top Chapter B4 The Chairman’s Perspective Chapter B5 The Non-Executive Director’s Perspective Chapter B6 The Effective Board Chapter B7 Survey of Non-Executive Directors’ Views Chapter B8 A job for the girls! – Creating female chairmen before the lights go out Chapter B9 Independent external board reviewsChapter B10 HR on the Board? Part C: Understanding Corporate GovernanceChapter C1 Understanding Corporate Governance Chapter C2 Grand Themes in Corporate GovernanceChapter C3 Applying the Theories that Underpin Corporate Governance Chapter C4 Do Non-Executive Directors Add Value? Chapter C5 Corporate Social Responsibility, Integrated Reporting and Sustainability Chapter C6 Culture, Ethics and the Board Chapter C7 Leadership Part D: Corporate Governance in PracticeChapter D1 The UK’s Companies Act 2006 – Corporate Governance Issues Chapter D2 The UK Approach to Corporate Governance Chapter D3 Critique of UK Corporate Governance Chapter D4 The Walker Review of Corporate Governance in UK Banks and other Financial Industry Entities Chapter D5 Checklist to Benchmark Corporate Governance Practice in the Context of the UK Corporate Governance CodeChapter D6 British Governance Standard (2013) – Code of Practice for Delivering Effective Governance of Organizations Chapter D7 Gulf Corporate Governance Part E: Board CommitteesChapter E1 Overview of Audit Committee ResponsibilitiesChapter E2 Effective and Efficient Conduct of Audit Committee Business Chapter E3 Audit Committees and Sarbanes-Oxley in the UK Chapter E4 Audit Committee Oversight of Published Information Chapter E5 Audit Committee Oversight of Risk Management and Internal Control Chapter E6 Audit Committee Oversight of External Audit Chapter E7 Audit Committee Oversight of Internal Audit and other Review Agencies Chapter E8 The Development of Audit Committees over Time Chapter E9 Board Risk CommitteesChapter E10 Board Remuneration Committees Chapter E11 Board Nomination Committees Chapter E12 The Senior Independent Director (SID) Part F: The Corporate Governance JourneyChapter F1 The Corporate Governance Framework Chapter F2 Evolution of the UK Code and the Impact of Higgs and Smith Chapter F3 Recent UK Corporate Governance Code Developments to 2018 Chapter F4 From a Free Market Towards a Social Market UK Model Part G: Risk Management, Internal Control and Internal AuditChapter G1 The Risk Conversation at Board LevelChapter G2 Risk Management and Internal Control Chapter G3 Three Lines of Defence Chapter G4 Recalibrating Internal Audit Chapter G5 Positioning internal audit for effective CSR and ESG Part H: External OversightChapter H1 External Control Chapter H2 Is Audit failing the Global Capital Markets? APPENDICESAppendix 1 The UK Corporate Governance Code, July 2018Appendix 2 The UK Stewardship CodeAppendix 3 The Chartered Director (CDir) Qualification Appendix 4 Board Committees – Terms of ReferenceAppendix 5 Suggestions for Good Practice from the Higgs ReportAppendix 6 Cadbury, Greenbury and 1998 Combined CodesAppendix 7 Internal Auditing’s Mission, Principles, Definition and Code of EthicsAppendix 7 Internal Auditing’s Mission, Principles, Definition and Code of Ethics Appendix 8 International Standards for the Professional Practice of Internal Auditing Appendix 9 Independent External Board Evaluations Code of Practice

An excellent guide for those of legal and other backgrounds who are involved in issues of Corporate Governance. [It deals] with a complex, difficult challenge facing companies, and indeed society ... [It] is also readable at many levels, from the specialist practitioner to the management dealing with Governance, all the way to the student dealing with this topic … it comes highly recommended to all potential readers.