Journals 2022
Journal 340
December 2022
Featured Articles:
- Risk reflections
- Gender diversity beyond the headlines
- Board effectiveness reviews - Part 2
‘It is of paramount importance that boards and ExCos use this opportunity to embed better risk-return discussions, more robust business case processes and integrate risk discussions in performance reviews to be able to demonstrate their stewardship of the business and efficient use of capital.’
Hans-Kristian Bryn
‘Board member interviews are not cosy chats – often the greatest insights an interview (on both sides) can come from moments where the temperature drops and there is some tension in the air. Noticing that tension, finding the right way to explore what underlies it, and what a board can learn from it, is part of the necessary skill set of a board reviewer.’
David Archer and Chris Stamp
Journal 339
November 2022
‘Whilst unsurprisingly viewpoints vary on many topics, on the question of increased share options for non-execs the collective view was very much towards the negative. In fact, one member went so far as to consider it “a dangerous and retrograde step” – and I am inclined to agree.’
Fiona Hathorn
‘The objectives of a review and the methodologies often benefit from being considered in tandem with each other when scoping out an externally-facilitated review. The different methodologies used by board reviewers provide different options for gaining perspectives on the board or committee being reviewed and therefore it is worth considering which approach or combination of approaches are most appropriate for the proposed review given the scope and objectives.’
Chris Stamp and Ian White
Journal 338
October 2022
Featured Articles:
- Minority ethnic representation on boards
- European 2022 AGM season review
- The UK 2022 AGM season review
‘As a foundation of trust, corporate leaders themselves need to engage with the inclusive business strategy and be active allies, fostering trust over the long-term through visible inclusive leadership – as well as through personal vulnerability and courage. The fear of saying “the wrong thing” should no longer be permissible as a road block to action.’
Deirdre Anderson
‘The proportional decline of contested resolutions for remuneration reports and remuneration policies relative to last year do not necessarily indicate that investors are turning away from this topic. … Investors will likely continue to pay close attention to the remuneration practices of the companies in which they hold shares.’
Domenic Brancati and Daniele Vitale
Journal 337
September 2022
Featured Articles:
- Barriers to resilience and agility
- What metrics will our grandchildren judge us by?
‘Having identified the potential responses to a disruptive risk, it is of paramount importance to consider how the responses change the risk-return characteristics of the strategy and also the extent to which the reward systems support or block effective implementation.’
Hans-Kristian Bryn and Carl Sjostrom
‘The trap we see teams falling into is starting with the information they already have or are being asked to report. The organisations getting it right let strategy lead instead: they bring together metrics they must report on with metrics that give them a picture of their purpose and its success.’
Dr Scarlett Brown
Journal 336
August 2022
Featured Articles:
- Doing less and achieving more
- Shareholder engagement - a year-round activity
- A code of conduct for directors
‘Making that difficult decision of what cannot be pursued – not because you don’t want to or because it isn’t relevant but quite the opposite – but it will distract you, nonetheless, from doing what will make the board even more effective and the company more successful.’
Ian White
‘The absence of a code of conduct for UK board members is perhaps surprising, given the crucial role that directors play as leaders, role models and decision-makers in society. Appropriate director behaviour is as pivotal to the legitimacy and performance of business as that of any other professional role (perhaps more so).’
Roger Barker
Journal 335
July 2022
‘Another thing to be aware of is what our own and others instinctive preferences are when it comes to dealing with conflict. This is really important if you want to be able to anticipate and prepare well for a situation which is likely to involve conflict.’
Patrick Dunne
‘… the view is sometimes expressed that some of the standards set out in corporate governance codes and rules may have had the unintended effect of creating boards whose mindset is overly risk averse and whose skillset leaves them ill-equipped to cultivate an innovative culture, and that other regulations affecting companies may have inadvertently put barriers in the way of innovation.’
Chris Hodge
Journal 334
June 2022
Featured Articles:
- Remaking capitalism
- Governance and climate change
- Early trends from US 2022 AGM season
‘The profound benefits of introducing ecological governance for shareholders, society and the wellbeing of our planet and humanity provide a compelling basis for voters to support governments to provide tax incentives for their introduction.’
Dr Shann Turnbull
‘Good governance relies more than ever on developing and maintaining mechanisms for effective information flow between the board and its committees and between senior management and non-execs. TCFD is an opportunity to revisit these mechanisms to ensure they are fit for purpose as “bolt-on” structures are incorporated to allow for decision-useful disclosures to be made.’
Tom Proverbs-Garbett
Journal 333
May 2022
Featured Articles:
- Cyber-security matters
- A new approach?
- 2022 AGMs: A snapshot of key trends
‘Another important part of this is boards delivering a culture of openness, where candour is encouraged, so they are immediately informed of all matters related to cyber-security breaches. An open culture, where bad news comes more quickly to the board than good news, is critical for effective governance and leadership by the board.’
John Harte
‘How much more effective would a board become if the executives used it more as a forum to bring ideas and proposals; not dominated by detailed presentations but by a (very) few simple propositions inviting the non-execs to ask some powerful questions and let the executives reflect?’
Ian White
Journal 332
April 2022
Featured Articles:
- The importance of governance in an IPO
- Disaster in the boardroom
- Risks and opportunities
‘Corporate governance is also moving away from a tick box exercise which companies endure because they have to. Done well, corporate governance provides companies with an opportunity to add real value to the business, connecting shareholders, boards and management, as well as improving decision-making and reporting.’
Maddie Scrafton
‘The message from studying all of these scandals is that boardroom disasters will stop only when every director is trying to “do the right thing for the right reason”. No amount of official rules and sanctions will persuade directors, so regulators, shareholders, employees, and citizens all have a role to play in supporting this goal.’
Gerry Brown and Dr Randall S Peterson
‘There are no right answers and the procedures put in place will depend on the needs of the company and its objectives in putting a worker on the board. There will necessarily be a number of practical and pragmatic decisions to be made to ensure a fair process identifies the right candidate to achieve sensible outcomes and that support is available to the appointee.’
Tom Proverbs-Garbett
‘Chinese companies’ CG models and business practices are invariably influenced by Chinese culture, its regulatory system, and a unique economic reform strategy. China’s corporate atmosphere – including CG development – changes very quickly, which complicates evaluating and learning CG systematically.’
Lyndsey Zhang
Journal 330
February 2022
‘Similarly, traditional processes of board meetings – agendas, meeting timings and papers – need to be challenged. The rigidity of the agenda and the backward-looking nature of most board papers look increasingly unfit for purpose. Board processes need to allow a broader bandwidth of information to be provided to boards whilst facilitating time-efficient but quality dialogue and debate.’
Chris Stamp
‘The development of new analytical tools for better understanding of organisational culture, stakeholders and other key success factors also means that boards not only have more data and evidence to drive decisions at their disposal but that they need to be able to understand them.’
Patrick Dunne
Journal 329
January 2022
Featured Articles:
- Evaluating the shift to virtual board meetings
- ESG disruption: what's next for risk, performance and reward?
- COP26: Four developments every board must know
‘It is well-established that greater diversity improves board performance and one clear benefit of the move to virtual is the ability to access a greater pool of non-exec candidates and create more diverse boards and generate more rounded discussions. In situations where it simply would not have been practical to bring someone over eight times a year for an in-person board meeting, it may be possible using a hybrid model.’
Andy Davies
‘However, it is difficult to look at the value creation opportunities created by ESG as a disruptive force unless the organisation has developed a deep understanding of the risks arising from ESG and have considered the actions and behaviours necessary to drive change.’
Hans-Kristian Bryn and Carl Sjostrom
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