Let’s get engaged: Stewardship in the UK – FRC and FCA consult on revisions to the Stewardship Code and on the regulatory framework for effective stewardship

Let’s get engaged! On 30 January 2019, the FRC issued proposals to revise the UK Stewardship Code to set “substantially higher expectations for investor stewardship policy and practice”. Sir John Kingman has criticised the existing Stewardship Code as a major and well-intentioned intervention, but not effective in practice. At the same time, the FRC and the FCA jointly published a discussion paper to “advance the discussion about what effective stewardship should look like, expectations for financial services firms, and how this can be best supported by the UK’s regulatory framework”.  All this needs to be seen in the context of SRD II, increased non-financial reporting and the focus on long-term, sustainable success. For further details, click here.

Time to abolish non-executive directors?

Contact Charles Mayo

This article was originally published by the Board Leadership journal who agreed to it being made available on Simmons & Simmons elexica and nextgennednetwork.com.

Corporate governance has not prevented some spectacular corporate collapses/failures. But society’s expectations of company boards are ever increasing, in part fuelled by these corporate catastrophes. Meanwhile, the label ‘non-executive’ is, I think, no longer apt to describe the role of a non-executive director (NED): the description is not aligned with these expectations and, worse, supports a notion that the effectiveness of NEDs is limited to their conduct in the boardroom. I think NEDs would be better called ‘supervisory directors’.

NEDs: Their role in corporate collapses

Both executive and non-executive directors have, under UK law, the same duty to exercise reasonable care, skill and diligence. The scope of the duty varies according to the director’s role. The courts have accepted that the non-executive’s role requires, among other matters, independence of judgement and supervision of executive management. I think this means that describing non-executive directors as supervisory directors is closer to the substance of their role. But, whatever the label, these directors haven’t prevented various corporate collapses and won’t necessarily be able to prevent them occurring in the future. The collapses described below have been attributed to failures by the board to instil an appropriate culture throughout the organisation and, in some cases, alleged failures by the board/NEDs to supervise effectively, sometimes due to the NEDs’ lack of expertise.

Read the article in full

01 July 2015: “Moving up, moving across: do’s and don’ts for becoming a NED and using one NED role to obtain another ”

Keynote speakers: Baroness Virginia Bottomley, who chairs the Odgers Berndtson Board & CEO Practice and Kit Bingham, Partner & Head, Chair and Non-Executive Director Practice at Odgers Berndtson.

Event video

All video footage is © The Next Generation NED Network and the individual speakers. No reproduction of footage, or quotes from the footage, is allowed without the express permission of the individual speakers.

15 April 2015: “Institutional investors: the role of NEDs”

Keynote speakers: Andrew Ninian, Director, Corporate Governance and Engagement at the Investment Association and Dr Daniel Summerfield, Head of Responsible Investment at USS Investment Management.

Event video

All video footage is © The Next Generation NED Network and the individual speakers. No reproduction of footage, or quotes from the footage, is allowed without the express permission of the individual speakers.

28 January 2015: “Maximising the value of the Company Secretary to NEDs”

Keynote speaker: Andrew P Kakabadse, Professor of Governance and Leadership, Henley Business School

Event slides [PDF] 

Event video

All video footage is © The Next Generation NED Network and the individual speakers. No reproduction of footage, or quotes from the footage, is allowed without the express permission of the individual speakers.