![handle is hein.journals/denlj16 and id is 1 raw text is: THE DENNING LAW JOURNAL
WHO CONTROLS THE FAT CONTROLLER?
Alistair Alcock*
Sir Topham Hatt, known to Thomas and all the other engines on the Isle of
Sodor as the 'Fat Controller', started his career as a humble railway engineer. Yet
he rose to become the Chairman and Chief Executive of the Railway Board. Sir
Topham, of course, inhabited a simpler world than ours. He was not, for
example, subject to the strictures of the Combined Code on Corporate
Governance that recommends the separation of the posts of Chairman and Chief
Executive. Nor was he subject to the slings and arrows faced by his recent real-
life equivalent, Gerald Corbett of Railtrack, despite the appalling accident record
of Sodor Railways, and of Thomas in particular. In fact there is a website
pointing out that the Reverend Awdry's railway books are really elaborate
apologias for capitalism, with the Fat Controller as a benign boss and the engines
as recalcitrant, albeit in Thomas's case cheerful, communist workers.'
One might have expected that the collapse of communism and the apparent
triumph of global capitalism would make life easier for the Sir Tophams.
However, I am sure Gerald Corbett and many other directors will vouch that
criticism of the boards of leading public companies has never been fiercer. It is as
though, realising that it is impossible to get advanced democracies to vote against
capitalism, its enemies have turned their attention to undermining its principal
institution, the publicly quoted company. This assault has consisted of two not
entirely compatible attacks.
1. Directors are out to line their own pockets, through remuneration and
other benefits, that in no way reflect the returns made for their ultimate
paymasters, the shareholders.
2. Directors only consider the interests of those ultimate paymasters, when,
given the sheer power they have over modern economies, they should be
balancing the interests of all stakeholders, employees, creditors,
suppliers, customers, shareholders, local communities, even the
environment at large.
These, of course, are not new issues. Looking at the first criticism - In one
railway case of 1854,2 the courts took a hard line against directors involved in
* Professor of Law at Buckingham University.
Thomas J Clark's site at www.angelfire.com/hi2/goalie/Tommycommy.html.
2 Aberdeen Railway Co v Blaikie [1843-60] All ER 249.](ViewImageLocal?handle=hein.journals/denlj16&div=1&collection=&method=preview&ext=.png&size=3)
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