UK: ICAEW dialogue in corporate governance - for what should companies be responsible?

The Institute of Chartered Accountants in England and Wales is considering five questions as part its recently launched Dialogue in corporate governance: new challenges initiative. The first question is: what should companies be responsible for? The ICAEW provides its response in an accompanying paper: see here (pdf). The remaining questions are: what are the overarching principles of corporate governance? When is comply or explain the right approach? How diverse should boards be? Who should be covered by codes?