People get ready! The proposed new UK Corporate Governance Code.
I like the way Joss Stone sings it. I am choosing it as my theme song for the proposed new Governance Code: a fundamental develpoment in corporate governance and which will have a material impact on directors’ duties.
The Financial Reporting Council (FRC) has proposed revisions to the UK Corporate Governance Code. It aims to publish a final version of the Code by early summer 2018, to apply to accounting periods beginning on or after 01 January 2019.
To continue reading, please follow the link here.
(Audit and) Risk Committees.
Since the advent of Risk Committees following The Crash, boards haven’t always found it easy to make these things work well. (If you just have an Audit Committee, its responsibilities around risk management are likely to be –or should be –just the same as a board with a separate risk committee.)
What gets covered and how can be unclear: there are quite a few fuzzy lines meaning a lot more “about risk” can end up in the Committee’s lap than might be right. And some careful thinking is needed around attendance and how the committee works –especially the way management report. So here are a few pointers as to what to think through and possible traps to avoid.
Three behavioural ‘don’ts’ for healthier boards.
It’s time that boardrooms had a health check-up, says Randall S Peterson.
How to make boards more effective is an age-old question. Evidence-based research shows time and again that boards are critical for decision-making and that when groups rather than individual leaders are made accountable, it decreases a company’s odds of scandal and failure and increases chances of success. But how well do boards perform against this ideal?
Follow the link here to read the full article: Three behavioural donts v4
At Independent Audit we’ve just conducted our annual review of issues we’ll be particularly looking out for in our board reviews over the next year. We’ve identified some of the topics that probably should feature on board agendas. None are “new” or surprising –but it strikes us how many boards are still not fully on top of them. If you are, then great! But it never does any harm to stand back and ask how far you are really looking at what matters in the right way –and avoiding slipping into habits that should be avoided.
To read the full article, please click here.
Undoubtedly, they bring great benefits. As lugging around kilos of papers is assigned to the past, the proportion of NED fees that gets passed on to chiropractors is markedly reduced. The lives of company secretarial teams are transformed: no longer do they have to try to assemble a complete pack of papers in time for it to be couriered to someone’s holiday home in a remote part of Provence. Distribution is instantaneous and confidential papers no longer fall off the backs of motorcycles. Boards can show leadership in their environmental policies by reducing their direct responsibility for deforestation. So, the benefits are clear – but managing the downsides has received much less attention. Click here to read a guide on what works well and what to watch out for so you can at least start tackling some of the typical problems.
The Stakeholder Voice in Board Decision Making.
The aim of this guidance note is to assist boards in thinking about how to ensure they understand and weigh up the interests of their key stakeholders when taking strategic decisions.
To access the full guidance note through the ICSA website, please follow the link here.
Gender Parity: The pipeline problem.
The race is on to get more women into top positions. Today, there are only seven female CEOs running FTSE 100 companies, and none at the top of FTSE 350 companies.
Follow the link here to read the full article: 18 Gender parity
UK Corporate Governance reform: changing the licence for companies to operate?
The Government published its final package of measures to tackle unwarranted executive pay deals and to improve corporate governance in its response to its Green Paper on corporate governance reforms on 29 August 2017. Continue reading…
Wanted! 480 independent NEDs for Authorised Fund Managers.
The Financial Conduct Authority (FCA) is consulting on proposed changes to the governance of authorised fund managers (AFMs) which would involve the appointment of an estimated 480 independent non-executive directors (NEDs) across the UK asset management sector. Continue reading…
Whistleblowing Liability: Risks for Business and Non- Executive Directors.
There have been some significant appeal cases on whistleblowing protection. A recent case considered by the Employment Appeal Tribunal (EAT) involved a company and two non-executive directors being made jointly and serverally liable for the detrimental treatment of a whistle blower. Continue reading…
Dealing with risk at the board committee level can be a tricky business.
The intimacy of the relationship between risk and strategy makes getting the focus right quite complex. With risk committees now standard for regulated financial institutions –and regulatory expectations of their work ever-increasing –the complexity becomes all the greater. And, even where oversight responsibility is still sitting with the Audit Committee (still the case for most non-financial services businesses), many of the same questions about their approach and scope of coverage apply. Continue reading…
Subsidiary Governance-it’s not that simple
If something goes wrong, it’s often in one of the outposts. But all too often the effectiveness of governance in subsidiary companies can be something of an afterthought. For many businesses, it has simply developed over time without any great coherence, as entities get added or organisations are restructured. For non-financial services that’s usually because the control is expected to be through the management lines. For regulated groups, the subsidiary governance is often driven by the regulator –but that doesn’t mean to say the governance relationships are as useful as they might be. So here are a few thoughts on what you might want to think through.
Government Green Paper published: the pace of corporate governance reform accelerates
The Government published a Green Paper on corporate governance reform on 29 November 2016. This Green Paper “focusses on ensuring that executive pay is properly aligned to long-term performance, giving greater voice to employees and consumers in the boardroom, and raising the bar for governance standards in the largest privately-held companies.” All of which may lead to fundamental changes in these areas. Read more here.
Dealing with uncertainty
Whether it’s recent challenges from Brexit or exchange rates…or long lasting change such as disruptive technology and speed of events…boards now just have to accept that they are constantly dealing with uncertainty. But crisis –at time prolonged –brings its own challenges. Last month we hosted a chairmen’s discussion on how best to deal with uncertainty and disruption. We were given plenty of food for thought on what boards might need to do –and to avoid doing –in these uncertain times. Read more here.
In danger of being caught short?
A lot of companies are getting into the habit of planning their board reviews earlier. With only three months from most companies’ year-ends, there’s very little spare capacity amongst the top-quality reviewers at this busy time of year. So what should you do if, for some reason, you’re in danger of being caught short? Having a poor quality and low-value review, just to meet the demands of the calendar is not an option. The purpose of a board review is to help the board improve, investors want to see that the board is taking improvement seriously, and that’s more important than any arbitrary deadline.
Cultivating Culture: What boards can and can’t do about behaviour
How individuals behave of course has a big and direct impact on any company’s success, while at the heart of the biggest reputational disasters there often lies a major cultural failing. Yet culture remains a difficult topic for boards to get their arms around – a challenge we often see in our reviews of boards.
With this in mind, we are pleased to present our research findings on what boards can realistically be expected to do and where the limitations lie. Our research was conducted on behalf of the Financial Reporting Council as part of its Culture Coalition project, and involved interviews and surveys of over 120 chairmen, CEOs and company secretaries. Read more here.
All change in external audit – Managing your audit arrangements in a time of change
A short guide from Independent Audit on how to manage the tendering process and avoid pitfalls. Read more here.
Board development not board evaluation
Podcast produced in collaboration with Simmons & Simmons and Independent Audit touching on various corporate governance topics.
ICSA and Henley BusinessSchool report: ”Role of the Company Secretary: Building trust through governance”
To get an overview of the findings and download the report, please click here.
“Resign and deliver”: non-executive directors’ obligations to maintain confidentiality and to return corporate records
Consideration of the case brought by Eurasian Natural Resources Corporation Limited againstSir Paul Judge. Read more here.
Blunt instruments and accountability: Small Business, Enterprise and Employment
New legislation going through Parliament will make it easier to disqualify directors of failed companies and make them pay financial compensation. Read more here.
Bill Disclosure of inside information by listed companies post-Hannam
A look at eight key questions to consider when looking at the definition of”inside information” for the purposes of listed companies considering announcing inside information in accordance with the DTRs. Read more here.