See Combined Code Principles of Good Governance and Code of Best Practice (2003) from UKLA
Visit: http://www.berr.gov.uk/whatwedo/businesslaw/corp-gov-research/page15049.html for the research input on corporate governance re the UK.
On US Issues:
William W. Bratton The New Corporate Social Responsibility Enron and the Dark Side of Shareholder Value (2002) 76 Tulane Law Review 1275
Editorial Corporations and Society II: “And now, the Independent Director! have congress, the NYSE, and NASDAQ finally figured out how to make the independent director actually work?” (2004) 117 Harvard Law Review 2181 – Westlaw - for an up to date and optimistic view on the role of independent directors in the US. You might wish to also read the 1982 Bratton article to which this responds.
Bernard S. Sharfman, Steven J. Toll, “Dysfunctional Deference and Board Comp[osition: Lessons from Enron” (2008) 103 Northwestern University Law Review Colloquy 153 makes an interesting point briefly and comes out with recommendations about non-executive directors
On Development of Current Systems:
C.A. Riley, Controlling Corporate Management: UK and US Initiatives (1994) 14 Legal Studies 244-265
Oliver E. Williamson, Corporate Boards of Directors in Principles and in Practice (2008) 24 Journal of Law, Economics, & Organization 247. Gives an interesting analysis of the role of boards and the evidence about this for those wanting to look at this in more depth