In 2019, UK business needs to be particularly watchful. The Corporate Governance Code has been revised and the UK Stewardship Code is in consultation with its creator, the Financial Reporting Council (FRC), the regulator currently with an uncertain remit.
We are more than half way into January, and when it comes to politics, the New Year feels very much like the old one. Facing multiple challenges around technological transformation, skills shortages and changing consumer aspirations, much of British business has been tearing its hair out on the uncertainty around Brexit for over two years. During that period the UK government has, in its pursuit of best practice and the lure of Britain for business and investment, taken many steps to raise the bar on corporate governance.
The Patisserie Valerie saga, covered in the last Governance Watch, is the story that just keeps on giving on corporate governance.
The Chief and CFO had “second helpings of shares despite no explanation from the chain” reported the Financial Times, following up with a report about £2.9m made from bonus share schemes, and then the company’s admission that it had awarded these bonuses without informing shareholders.
As we approach the end of a summer of discontent in the UK, business confidence is at its lowest in 2018, according to a survey by the Institute of Directors (IOD). The risks of a no-deal Brexit range from the impact on the NHS and the entire pharmaceutical industry to implications for more than €100 bn of European bank debt issued under English law. A ‘no-deal’ impact paper on financial services is among those listed to be published on Thursday.
It’s a recurring theme, and one that needs urgently to be addressed to resolve the many issues around better corporate governance in the United Kingdom. To even attempt to talk about ‘restoring trust in business’ without doing that appears to demonstrate deep underlying commitment to the maintenance of the status quo.
There’s a limit, surely, to how often you can plead an exception to the rule when assessing whether something is fit for purpose. When the ‘rule’: in this case, ‘best practice’ in the running a UK listed business adhering to highly esteemed standards of corporate governance, appears to have been ignored more than once within a few years, it’s time to re-think the components of that best practice.
The accuracy of the numbers in company reports lies at the heart of the corporate governance of any business. Institutional investors and shareholders burnt by unexpected company revelations will have welcomed the news that the UK government has just launched an independent review of the accountancy watchdog the Financial Reporting Council (FRC), to be completed by the end of the year.
In 2018, International Women’s Day turns a spotlight on the need for better corporate governance as never before. It is about dealing with inequality, and the gender pay gap, about ending discrimination and focusing on the lack of opportunity for women across business, about recognising double standards when it comes to progression, about remembering the importance of reputation, and more.
Boardrooms all over the world are having to come to grips quickly with the wave of female anger that has been unleashed as women unite to tell their stories of sexual harassment and abuse in the workplace. The #MeToo on Twitter - representing a ‘hands up’ by those who relayed their experience of sexual predators – was fast followed by #TimesUp after Hollywood came together in a bid to exorcise the sexual workplace ethos now associated with Harvey Weinstein.
A warning bell rang out last week with media headlines around audit, consultancy, legal services and governance. The Securities and Exchange Board of India (Sebi), the country’s securities regulator, banned global accountancy firm PwC from auditing listed companies in the country for two years after failing to spot a $1.7bn fraud at Satyam Computer Services. “The order comes nine years after the scam at Satyam Computer Services came to light and after two failed attempts by PwC to settle the case through the consent mechanism” wrote Live Mint.
The UK’s corporate governance watchdog, the Financial Reporting Council (FRC) on December 5th revealed its proposals for a revised Corporate Governance Code and as promised, it is “shorter and sharper.” I covered the release in my blog Board Talk with the headline UK Looks To The Future With New Corporate Governance Code.
Good corporate governance requires transparency. In South Africa, the latest corporate governance code or King 1V, has put transparency at its heart. By contrast, we talk about transparency in corporate governance in the UK, but we keep coming up against walls of silence. Knocking on such a wall may well reveal that it is, in fact, a door. But it is firmly shut because the powers that be think that it’s “best.”
The mutterings have been getting louder since the UK regulator the Financial Conduct Authority first proposed changing the premium listing rules to entice Saudi Aramco to the London market. The pretence of its consideration as a general rule change for ‘state-owned companies’ evaporated even as the announcement was made and hit the media headlines.
'Trust' is a word we have heard a lot of in Britain since the 2008 financial crisis. It has been commonly uttered and muttered by senior names in business, analysed and spun by corporate governance experts, corporate communications, consultancies, think-tanks and politicians. It is well-established as a subject that commands attention, inspires conferences and events, and is an essential component of the relationship between business and society.
The reprieve of KPMG, cleared of misconduct by the audit watchdog the Financial Reporting Council (FRC) in relation to its work for the UK lender HBOS will not go unmarked. It is likely to take its toll in the ongoing battle for public trust in the financial services sector and in those responsible for its regulation.
