Journals 2021
Journal 328
December 2021
Featured Articles:
- UK SOX - what now?
- You get what you pay for
- 2021 governance award winners revealed
‘The UK consultation process has also indicated that implementation is likely to focus on additional areas such as cyber security and resilience, fraud identification, as well as ESG reporting.’
Simon Persin
‘The role of the independent director is complex and often vaguely defined, this is particularly concerning when, nowadays more than ever, we need outstanding guardians of our institutions and sectors. We need higher calibre individuals to provide the necessary guidance and oversight as our non-execs.’
Gerry Brown
Journal 327
November 2021
Featured Articles:
- ESG profoundly impacted the 2021 US AGM season
- Board diversity and climate change
- Global entity management and governance
‘We believe that directors will likely continue to have their feet held to the fire on E&S issues in 2022, especially on diversity, climate change and executive compensation. … there is a potential that opposition during director elections may increase along with more intense scrutiny. The “new normal” will likely require more shareholder engagement during the offseason.’
Brigid Rosati
‘As companies look to accelerate their transition to net-zero, the evidence suggests the more gender and age diverse a boardroom is, the better the quality of challenge, debate, and more holistic decision-making on climate.’
Helena Wayth and Rajalakshmi Subramanian
Journal 326
October 2021
Featured Articles:
- Directors: to be or not to be a professional?
- The importance of context
- Inside the board
‘Although directors have always been accountable for their decision-making in law, the low level of criminal and civil proceedings in the UK (regardless of outcome), demonstrates an inefficient mechanism for regulating director behaviours to date.’
Claire Fargeot
‘Motivation to conduct a review will have considerable impact on the likely outcome of the review. Conducting a review for a board which has been compelled by a regulator will likely deliver quite different results than one which has been commissioned by a Chair with a genuine desire to understand how to improve the effectiveness of the board.’
Alison Gill
Journal 325
September 2021
Featured Articles:
- Subsidiary governance
- The changing role of the board Chair
- Highlights from the 2021 European AGM Season
‘People on the ground in the local jurisdictions have the knowledge that the parent company might lack. While local market knowledge is essential, it must be balanced with what regulation – both local and parent domicile – requires.’
Peter Swabey
Recent research … has revealed that much work awaits Chairs in ensuring that their boards can be effective stewards of corporate culture. Boards either fail to value culture as a topic or are simply ill equipped to handle it, yet many recognise the existence of fractures between strategy and culture.
Filipe Morais
‘These factors make it easy for people who are in positions of power to define what it means to be “impressive” in terms of their own strengths and for others to genuinely agree. This is dangerous as it can create a singular narrative of what good looks like that prevents them from getting the mix of skills and expertise required to work together effectively.’
Justine Lutterodt
‘The audit process in the UK has ingrained, long-term institutional issues which the Government’s consultation document skirts round. What the audit process needs is root and branch reform – a revolution and not an attempt at a patch up job.’
John Harte
Journal 323
July 2021
Featured Articles:
- Proactive, reactive and inactive boards
- Understanding investors’ ESG integration
‘However, proactive boards recognise that the end game is to build a strong culture of good governance and that can only be achieved over time as a sequence of reviews begin to develop the director mindset and board culture.’
Filipe Morais and Jenny Simnett
‘Institutional investors and companies are reprioritising and integrating ESG, especially in areas of sustainability, at all levels. Increasingly, companies have to consider this change in perspective, which has a growing impact on the voting and investment decisions of their shareholder base.’
Daniele Vitale
Journal 322
June 2021
Featured Articles:
- Investor demands drive change
- Rethinking 'social distancing' to improve the boardroom agenda
‘The challenge is that exclusion is hard to notice. In the context of running a business, it can be easy to overlook what issues are not getting prioritised, what messages are not being conveyed, and which people are not being invited to contribute. Cognitive short cuts, which we rely on to navigate the ocean of information that surrounds us, shape our perception of what options are even available.’
Justine Lutterodt
‘As boards’ responsibilities increase and directors are expected to consider an everbroadening range of issues, it is essential that corporate leaders remain focused and are not overextended, so as to ensure effectiveness. As such, investors and proxy advisors are pushing for much stricter stances on over-boarding.’
Bruno Bastit
Journal 321
May 2021
Featured Articles:
- The crisis of governance
- Activism: mind the governance
- Overseeing cyber risk at board level
- ESG revolution in the US
‘Nevertheless, toothless enforcement against the company directors responsible for scandals and bother still looks likely to remain the order of the day and plague the future nearly as much as it does the present.’
Gerry Brown
‘Measuring what matters is key. Directors should ask management about the metrics used to identify and manage risk. By measuring the right things, and having adequate governance attention, corporations can better manage their risk environment.’
Roberta Sydney
Journal 320
April 2021
Featured Articles:
- A Hill to die on?
- Realising strategic value from nomination committees
‘I personally hope that any consultations to come considering the Hill Review proposals are thoughtful and listen to the need to maintain minority investor protections. The UK market is known and trusted as a safe place for investors’ money; let us hope that this remains the case into the future.’
Paul Lee
‘Strategic value can also be realised when translated as management success, for example, when development of the talent pipeline goes beyond executive and non-executive directors and includes the next level of management down or all top talent.’
Jenny Simnett
Journal 319
March 2021
‘Clearly one-size AGMs don’t fit all, and individual companies will have to weigh up the pros and cons of how to best hold their meeting in 2021 just as they did last year. However, based on the events of 2020, companies will need to prepare to move away from the traditional shareholder meeting and be ready for change.’
John Britton
‘But even ESG is not enough. It lacks the entrepreneurial element which is an essential element of good governance. So “EES+G” is a wiser and more integrated concept as it challenges boards of all sorts – private, public and not for profit – to refine their purpose by learning to balance and rebalance in real-time the Economic, Environmental and Social impact consequences of their decisions …’
Professor Bob Garratt
Journal 318
February 2021
Featured Articles:
- Board reviews: the governance box of chocolates
- ESG in quoted SMEs: Closing the gaps
‘Nevertheless, there is an opportunity to look at board reviews in a different way – one influenced by what good governance looks like in a purpose-led corporate world of the 21st century rather than driven by legacies of previous corporate failure.’
Chris Stamp
‘The evidence is clear: the time for seeing ESG as a passing fad is over. It is now high on the agenda for most investors and boards, and that includes some that were highly sceptical no more than twelve months ago.’
Filipe Morais and Jenny Simnett
Journal 317
January 2021
‘CEO evaluation is an opportunity to assess and document performance, not just against key performance indicators, but also the behaviours and ways of working. It’s an opportunity to move beyond subjective assessment of personality to an objective review of deliverables, achievements, behaviours and development needs.’
John Harte
‘It is in the public interest to arrest the decline in the number of UK listed companies. There are a number of recommendations in the research report to achieve this. Making the UK’s corporate governance regime more proportionate and less costly is a key one.’
Gbenga Ibikunle and Guy Jubb
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