The issues surrounding the corporate governance of public companies have become steadily more important since the Cadbury report was published in 1992. Shareholders entrust their investments to managers who act as an agency. Non-executive directors carry out a different role in terms of accountability and control, as well as the overall direction, but not the management of the organisation. This represents a complex set of relationships, with possibly quite different agendum. Globalisation and the associated convergence of international capital markets raise further complications around the question of reconciling economic performance with corporate social responsibility. This module assesses all of these issues and compares the main alternative models of governance globally before examining the role, responsibilities and duties of non-executive directors and their relationship with the management team on behalf of investors and other stakeholders.