Lost in Transplantation? The Challenge of Deploying “Comply or Explain” in Scottish Higher Education Governance

This article questions the appropriateness of a recent transplant of the comply or explain (CorE) approach from corporate governance to higher education governance. This mechanism, a crucial part of the UK Corporate Governance Code (UKCGC), relies on disclosure to shareholders who, if unhappy with management's explanations, can act to discipline management. This article compares and contrasts governance issues in both the corporate sector and the higher education sector. This article argues that the inclusion of CorE into a governance code for Scottish Higher Education Governance (SHEG) is an unwelcome transplant from UK corporate law that fails to provide equivalent discipline of management but provides a veneer of doing so, causing more harm than if it were not deployed.