by Dina Medland in London
Change and Evolution
Beware the Ides of March, as they can prove to be treacherous. At a time when Britain appears ever more deeply mired in political stasis over the Brexit vote, we have also seen a steady roll-out of government reforms to improve corporate governance and the running of our businesses. The aim is to restore trust in business and its place in society, although ironically the Edelman Trust Barometer of 2019 shows that the British public trusts business far more than it trusts the government – as mentioned in the last Governance Watch.
If these reforms are now seen not to deliver real change, the threads of that trust will scatter on the chilly wind.
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’ve just celebrated our 50th issue of Governance Watch, written by Dina Medland and we’ve learnt many things from covering the news. Governance Watch started as a simple idea – to give anyone involved with boardrooms, a place to read and digest the latest articles and headlines in one place. It’s important for people who shape corporate governance to consider the wider business landscape and to stay informed with events that may affect their decisions.
Diversity, Inclusion and Progression
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.
Raising That Bar: Corporate Governance
Britain is ending a turbulent and frustrating year around its referendum decision to exit the European Union on a good note when it comes to corporate governance, in which it leads the world.
Executive Pay: Context is Critical
The socio-economic climate of Brexit has made boardroom pay - already a topic regularly simmered and stirred in the United Kingdom across a broad range of stakeholders – into rich ground for politicians.
Diversity: Gender, BAME and Power
Men in Britain might be playing up achievements in appointing women to positions of power, responsibility and leadership in business boardrooms and beyond, but most women will tell you (at least privately), that they think very little has changed in terms of the barriers to gender diversity.
Conflict of interest
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.
It has been only a week since first media reports on the goings-on at Patisserie Valerie, which said it had discovered "significant, and potentially fraudulent, accounting irregularities" and a £1 million unpaid tax bill. We were told: "The board has now reached the conclusion that there is a material shortfall between the reported financial status and the current financial status of the business." It thrust Chairman Luke Johnson, CEO Paul May, Finance Director Chris Marsh and auditors Grant Thornton into the spotlight.
Diversity and Inclusion
Diversity and inclusion are essential for economic growth in a multi-cultural society. Many of Britain’s businesses are still struggling with this basic truth, trying to play catch-up with the urgency of the issue by shrouding it in definitions, and re-definitions. Should we call it diversity or should we call it inclusion? Actually, we need to put the two together with equality of opportunity via structural change, in the pursuit of better corporate governance and productive, responsible businesses.
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.
The consultation period for the independent review led by Sir John Kingman into the Financial Reporting Council (FRC), the UK’s accounting regulator and corporate governance watchdog, has just closed. It is intended to help ensure that the FRC’s role and powers are fit for the future and has come after years of accountancy in the media headlines for all the wrong reasons.
Critical Data Deficit
The failure of many FTSE 100 businesses to capture and disclose key workforce data is providing an incomplete picture of key business indicators, according to research just out from the CIPD, the professional body for HR and people development. It has looked at how workforce reporting has changed over the last five years and explores how transparent organisations are being about risks and opportunities relating to the workforce.
There is irony in the timing of a £500,000 fine levied on Facebook today by the UK Information Commissioner’s Office (ICO) for two breaches of the Data Protection Act in the scandal involving Cambridge Analytica. The breaches occurred before the latest European General Data Protection (GDPR) came into effect in May, therefore the £500,000 cap is one set by the UK’s Data Protection Act 1998.
In the current debate in the UK around how to achieve better corporate governance at a challenging time and amid changing business and workplace models in the face of technological transformation, there is a concept that is returning to the forefront - ‘social value.’ This week the UK government returned to the Social Value Act of 2013, extending its requirements in central government to ensure all major procurements explicitly evaluate social value where appropriate, rather than just ‘consider’ it. It comes after the Carillion collapse, which offers examples of the failure of governance on every level.
Gender Pay Gap
It is clearer than ever that for change to take place on gender equality, we need to have women in leadership positions. Nicky Morgan, the Conservative MP for Loughborough and the first female chair of the Commons Treasury select committee, made her astonishment at the gender pay gap in financial services public in an opinion piece in The Guardian, when she outlined next steps for the Women in Finance inquiry. Now we have its report, which finds ‘alpha male culture’ to be the main reason women don’t want to work in senior management in this industry.
Conflict of interest
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.
Carillion: The Fall Out
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.
Data and Governance
Events in the last week across the public and private sectors in the UK have made it quite clear that major issues with technological transformation and the handling of data are not being dealt with from a governance perspective.
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.
Gender Pay Gap
It was quite dramatic in the way it was reported in the UK media, but it came as no surprise. As the midnight deadline – set eight years after the law was tabled to compel companies across the country to reveal the extent of the difference between what men and women are paid – came and went, we learnt that women are paid a median hourly rate that is on average 9.7% less than that given to male colleagues.
It is a little difficult to consider something to be a ‘radical’ idea when it was first proposed seven years ago, in the immediate shadow of the financial crisis – to no avail. A snapshot of business media headlines cast a light on some of the complexities as well as the powerful forces at work that can prevent truly radical ideas from becoming reality.
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.
Many of the revisions and proposed revisions to the UK corporate governance code have been about closer scrutiny for accountability and to raise the bar on standards of behaviour - as have moves on regulation.
This week in Britain we celebrated the centenary of women’s suffrage and (some) women getting the vote. For those of us who have been on social media for years it was also a moment to note how things have changed. Whereas Twitter used to be a useful disruptive tool for the relatively few, it is now a place full of megaphones and businesses and government departments too, who are adept at using it to roll out the marketing and the ‘thunderclaps.’ But who could be churlish about cheerleading for the suffragettes in grim grey February?
#TimesUp And Reputation
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.
Audit, Advice, Governance – And Giant Squids
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.
As the year comes to a close, the business media headlines offer clear warning of the need to keep a close eye on the human dimensions of better corporate governance in the challenging environment around Brexit.