- seperate chariman and CEO roles- sufficient number of independent expert non-exec directors- independent remuneration committee recommending exec pay- audit committee consisting of >3 non-exec directors- independent nomination committee, recommending (non)execs- institutional investors should be aware of their votes importance, disclose voting policy

- comply or explain

-> increase in mgmt turnover, turnover-performance sensitivity

- evolution driven by crises and scandals, often based on regulatory arbitrage