Comply or Explain - Student Spotlight

In the last student note we saw that governance has evolved through the development of a whole series of codes using the idea of “comply or explain”. We’ve also seen that governance is more than compliance and that since it’s a relationship with the organisations stakeholders it’s really about decisions that the board takes about how it wants to run its organisation.

However, compliance is important. Directors and trustees don’t just have “comply or explain why they don’t comply” with the corporate governance code for their sector. They must comply with the law.

For companies, the 2006 Companies Act sets out seven duties of directors:

How the Codes have Developed- Student Spotlight

An important part of understanding corporate governance comes from having a knowledge of the various codes that seek to provide guidance on good governance practice. These codes have developed over the last twenty-five years.

In 1992 Cadbury Report was developed in response to a number of scandals that highlighted lack of confidence in financial reporting. It introduced the concept of “comply or explain” and promoted the role of non-executive directors on the audit committee. 

Governance is More Than Mere Compliance- Student Spotlight

Corporate governance is often presented as an issue of compliance - compliance with Codes and Standards, with regulators and of course with the law. Compliance is, of course, an important component of governance but it isn’t the whole story. The real way to think about governance is that it’s a relationship. It’s the relationship between the people who run the organisation and the people on whose behalf the organisation is run.

Governance Goes Social

You can’t escape from the compelling arguments for the organisation’s utilisation of social media. The press continues to highlight the success of organisations utilising social media for “taking the pulse” of the market. However, mistakes and missteps by organisations are highly visible, and the impact of viral attention in this area is widely known.

Having a Stake- Student Spotlight

The idea of stakeholders comes from economic theory about the nature of the organization.

Originally, the idea was that the purpose of the organization was simply to make as much profit as possible. The owners of the company appoint the directors to do that and in doing so the owners incur costs (e.g. paying the directors) so it’s called “agency theory”. That idea comes from a time when owners could ignore the interest of people connected with the company such as the employees and the community. So academics started thinking about other ways of thinking about the company.

Women on Boards

Women now account for 17% of FTSE 100 and 13% of FTSE 250 board directors (as at 1 March 2013), an increase of nearly 40%.

Crucially women have secured 34% of all FTSE 100 and 36% of all FTSE 250 appointments since 1 March 2012 – the increase in 18 months is equivalent to the increase in the whole of the last decade! He comments “We are now moving to a place where it is unacceptable for the voice of women to be absent from the boardroom.”

Know Thyself

Although the words "know thyself" are commonly attributed to Socrates, knowledge of self is what the sages of old, a long time before Socrates, described as the beginning of knowledge. True wisdom, it is said, comes from a knowledge of self.

I have been working recently with a number of boards on what can be defined as a High Performing Board and how to make the transition from being a good board to being a great board. As the UK Corporate Governance Code and many other frameworks for that matter suggest, boards should carry out a robust, self evaluation of their performance on a regular basis.

The Cosmopolitan Problem

With the deal breaking down between Riverside and the troubled Cosmopolitan Housing, it does beg the question about how regulation works when a large association gets into difficulty. The issue at stake in this case was to do with obligations under student accommodation arrangements that Cosmopolitan built up over a number of years when the economic conditions were more favourable. However, last summer the 14,000-home landlord faced significant cash-flow problems, bringing it close to breaching lending agreements after difficulties around the financing of its student housing initiative came to light.

Equality and Diversity and the Board...

Ash dieback threatens the survival of the Ash tree in the UK – and the flora and fora that depend on it. Listening to the Today programme I learned that the British Ash is more limited in its genetic diversity than Ash elsewhere in Europe, weakening its chances of survival. As the Forestry Commission comments: “the single best strategy (to improve resilience) is to increase the genetic and age diversity of your woodland”.

The Fish Rots from the Head

“The Fish Rots from the Head" is a Chinese saying and the title of Bob Garret's excellent book on corporate governance. I concur that if you want to get to the root cause of failure you need to go to the head. The buck stops with head of the organisation. If governance is the vehicle then the driver is the board.

In Search of the Board Portal

A board portal is a software solution to help board members collaborate. Usually this takes the form of an electronic meeting organiser and document library for board papers: agendas, minutes, etc.

More modern, scalable systems are now cloud-based, meaning that they can be accessed through the internet from anywhere and by any user inside or outside of an organisation (with the right authority to do so!).

Whistle Blowing... Corporate Governance Issue?

Whistle blowing is in the news. A whistleblower at Autonomy, the giant UK software group now owned by Hewlett Packard, has alleged that its value was inflated before the acquisition, leading to massive write-downs by HP. In Japan, a CEO whistleblower exposed high-level corruption at Olympus, the optical equipment company. The FSA has said that calls to its dedicated whistle-blowing desk jumped from 1293 in the year to May 2009 to 3733 in the same period this year. Whistleblowers have exposed failings in patient care in care homes and in the NHS.

Can Someone Please Direct me to the Ladies?

Recently, the issue of gender on boards has become a topic of much debate. To be honest, if we think realistically about any company executive of a high profile company and their direct subordinates, we typically see this picture- white, middle class male! So, in an age where equal rights and issues of gender discrimination are prevalent, it is not surprising that this issue has come to the forefront of many business debates. 

Four for the Future

A few weeks ago, we launched 'Four for the Future' the focus of our governance activity. The aim of this blog is to help all of our members and other users to help us campaign for what we believe are key components of best practice.

Governing from the Throne

As we recover from the street parties, supermarket offers, television programmes and countless references to the jubilee, we thought it would be well worth taking a reflective look at the example set for us by Her Majesty the Queen who has celebrated sixty years on the throne this week...

The Lack Lustre Love Affair

Football has been for many years an embedded aspect of British culture. The Premier League is probably one of the most talked about leagues globally and its international player base means that now, more than ever football is a global hot topic. Recently, the focus of the game has changed and there has been increasing media coverage of clubs going into administration along with allegations of bribery and corruption...

The Second Beginning

On 2nd March 2011, a group of young people between the age of 19 and 30 sat, together in a room not entirely sure of what was ahead. Months later, by the end of their time together they had been to classes, dinners, networking events, organisational launches and an exam! This was the first cohort of those who are now known as the graduates of the Young Governance Leaders Programme 2011.

News On The YGLP

The first group of young governance leaders are about to complete the first stage of the pilot programme. They have had comprehensive training in corporate governance which has been complemented with other leadership skills. All participants have been helped to develop a personal development plan setting targets which will help them to step outside of their comfort zone and enhance their careers.

Whats New in Governance

Read articles and blogs about what is happening in the world of corporate governance...catch up on the latest posts from around the web with links to the the latest going-ons in the world of corporate governance

Become A Partner

The ACGP has developed a network of partnerships with other corporate governance bodies and organisations around the world. These partnerships allow us to deliver qualifications and services and develop the governance profession both nationally and internationally.

EU Finance Commissioner: Governance Reform is Necessary

The European Commissioner for Economic and Financial Affairs, Olli Rehn, has urged ministers to accept new corporate governance standards designed to stop EU nations from running excessive fiscal imbalances.

Following the collapse of the Greek economy and fears - accelerated by last week's rapid sale of Italian stocks and bonds - the crisis may spread to other countries in the region; Rehn believes immediate reform is necessary to ensure growth, stability and citizens' trust in the euro.

Boards Responding to Governance Code, Says IoD Study

Boards are increasing their effectiveness thanks largely to improved evaluation procedures since the introduction of the UK Corporate Governance Code (formerly the Combined Code), according to the chairman of the Institute of Directors (IoD), Dr Neville Bain.

An IoD study, released last month, found that although the code's influence on underperforming organisations over the past year is yet to be determined, generally, boards are in a healthy condition, and the companies driving the economy from recovery into growth are proactive and able to communicate with entrepreneurial talent in the commercial marketplace.

UK Bribery Act 2010: How to Avoid Prosecution

If the exploits of a rogue  employee or associated person cause an organisation to fall foul of the Bribery Act 2010, which came into force last week, the impact of the new legislation can be mitigated, but effective action must be taken, and swiftly.

According to the first two sections of the UK Bribery Act, which are concerned with active and passive bribery, it is an offence for an employee or associated person (defined as any individual or incorporated or unincorporated body who performs services on behalf of a company) to offer, promise, give, request, agree or receive a bribe.

Cable's Review of Finance Markets is an Inspired Move

Business Secretary Vince Cable recently announced an independent review of the UK's equity markets to put an end to a culture 'where we reward failure' and investigate how companies are established and maintained.

The review will be led by economist Professor John Kay, who will release an interim report later this year and his final conclusions in 2012.

Speaking in London last month at the Association of British Insurers’ Biennial Conference, Cable said the review would look at the long-term performance of fund managers, pension advisers, pension funds and companies that handle savings and investments.

What Role Did Government Aides Play in Southern Cross Failure?

The failure of care home provider Southern Cross raises questions about the role of the senior advisers who helped negotiate the troubled firm’s flotation on the London Stock Exchange back in 2006.

According to the Daily Mail newspaper, David Cameron's Permanent Secretary at Downing Street and former Tony Blair aide Jeremy Heywood was a leading figure at Morgan Stanley during the period the bank helped to arrange the deal.

Likewise, Ofsted chair Baroness Morgan of Huyton was a non-executive director at Southern Cross and worked closely with Blair, and presumably Heywood, at the time of the float.

Who's Who Legal: Global Trends in Corporate Governance 2011

The second edition of Who's Who Legal's annual report into corporate governance offers fascinating insight into the developments and conduct of investors, boards and shareholders over the past 12 months.

According to the report, entitled Research Trends & Conclusions: Corporate Governance 2011, following the financial crisis of 2008 international policy makers have adopted a more responsible approach to governance through the introduction of new regulations and legislation.

LSE Professor: UK Attitude to Regulation Must Change

Corporate governance practitioners should abandon compliance-based regulations and focus on improving the accuracy of their reporting, according to one of the UK's leading finance experts.

Speaking at a lecture last month, Wim Van der Stede, professor of accounting and financial management at the London School of Economics, claimed that for the UK to avoid future economic downturns, regulation of best practice ought to be regarded as a principles-based issue, as every business '...must have the flexibility to tell the story of their organisation'.

Perception of Blue Chips Bigger Problem than Executive Pay

Claims that Britain's top blue-chip companies are continuing to pay directors huge incentives despite the economic downturn have reignited the debate over executive remuneration.

According to figures complied by pay consultancy MM&K and corporate governance group Manifest, bosses at FTSE 100 companies earn more than 150 times the UK's national average wage of £23,000.

Moreover, revelations that broking firm ICAP paid director Michael Spencer (pictured) £23m and Britain's fourth-largest grocer, Morrisons, offered finance director Richard Pennycook £1.25m in shares to prevent him from leaving, have only served to intensify the debate surrounding the issue.

The Buck Stops Here!

The Buck Stops here! There is an old saying that you are only as good as the people around you.

It’s a maxim to which I readily subscribe, yet – as a business leader – I need to ensure I have taken every precaution to protect the good name of the organisation I serve.

I was at a governors’ meeting recently at a local school in Birmingham and we were discussing the forthcoming school inspection...

How to Avoid Pitfalls and Expand in Emerging Markets

According to the world’s largest online economics forum, EconomyWatch.com, the fastest growing economies in 2010 belonged to countries from emerging markets such as China, India and Ghana, which tops the list, thanks largely to a fairly recent discovery of offshore oil and a new era of peace, political stability and good governance.

Generally, British businesses go into different countries and try to affect corporate governance if and where it’s applicable, but there are certain cultural issues you should be aware of before attempting to expand into new territories.

For example, you must have the right attitude when it comes to bribery and corruption.

Non Negotiable Assets: Transparency and Disclosure

The furore surrounding the conduct of the former head of the International Monetary Fund (IMF) Dominique Strauss-Kahn and ex-Royal Bank of Scotland (RBS) chief executive Sir Fred Goodwin suggests issues such as transparency and disclosure are becoming increasingly important.

Earlier this month, Strauss-Kahn (pictured) faced two seemingly unrelated accusations of sexual assault, and a few days later, Goodwin was revealed to have obtained a ‘super injunction’, allegedly to prevent details of an extra-marital affair with a senior colleague being made public.

Boards Can Be Your Best Asset During a Recession

Does having a carefully selected board of directors and a good governance protocol really make a difference to the performance of a social enterprise?

In the current economic climate, good governance and an effective board is crucial to the survival of a social enterprise.

This may not be immediately apparent, particularly where a social enterprise has been operating successfully for a number of years without any real attention to good governance.

Diversity on the Board: New Approach is Long Overdue

Earlier this month, the Financial Reporting Council (FRC) announced plans to launch a consultation on how to increase the number of female directors.

A report released in February by Lord Davies of Abersoch for the Department for Business, Innovation & Skills found women account for around 13% of directors sitting on FTSE 100 company boards, with that figure falling to a paltry 8% in the FTSE 250.

To redress the gender imbalance, Davies suggests chairmen set a voluntary target of 25% of women in the boardroom by 2015.

Fifa's Reputation Damaged by Bribery Allegations

Last week, the former chairman of England's Football Association, Lord Triesman, accused Nicolas Leoz, Jack Warner and two other Fifa executives of seeking 'bribes' in return for backing England's bid to host the 2018 World Cup finals.

Triesman claims Leoz (pictured), president of the South American Football Confederation, requested a knighthood, while Warner, president of the Confederation of North, Central American and Caribbean Association Football, asked for cash to buy TV rights and build an education centre.