Fianna Jesover

Governance Guidance for unlisted companies

‘The global financial crisis has reminded us that it’s nearly impossible to find a “silver bullet” in the form of laws and regulations to improve board performance. That leaves the private sector with a major responsibility to improve board practices through, inter alia, implementing voluntary standards. This is particularly the case in unlisted companies, where the long-term success of the company, including its strategy depends on an effective board.’

David W Anderson

It’s never too late to learn: Part 1

‘The financial crisis has challenged the assumptions underpinning national and global political-economic structures. People are questioning core beliefs about the efficiency of markets ... and the ability of intelligent, informed, self-interested people – owners, directors and managers – to define their risk tolerance, wisely chart and choose among risk-calibrated strategic options, and accept the consequences.’

Peter Butler, Richard Smerdon, David Anderson and Kit Bingham

Sixteen years on

‘There is no going back to the facile boards and dormant owners of the past. The system of corporate leadership is now firmly tripartite: owners, directors and managers, each with unique perspectives, roles and expectations. Stakeholders in our society, with their own enhanced sense of place and power, are watching.’

Peter Montagnon

Responsible owners

‘If the [Stewardship] Code is to carry credibility, disclosures need to have some substance and not be just bland statements of support. ... A basic principle should be that the statement should be of a quality the investor would like to see if it was made by an investee company.’

Edward Davey

Return to OFR

‘Corporate narrative reporting [should] tell the company’s story in a balanced and coherent way. It should give shareholders the information they need, so they can hold directors to account and be effective stewards for the business.’

Mary L Schapiro

Proxy access

‘Nominating a director candidate is not the same as electing a candidate to the board. I have great faith in the collective wisdom of shareholders to determine which competing candidates will best fulfil the responsibilities of serving as a director. The critical point is that shareholders have the ability to make this choice.’

Richard Fleck

Scepticism in audit practice

‘We hope this paper will lead to a full discussion within the profession about what audit firms need to do to ensure that auditors are appropriately sceptical in practice and how companies and others can facilitate this in the interests of investors and other company stakeholders.’

Hector Sants

Can regulators do more?

‘For regulators the starting point should be that we want the firm to have a culture which encourages individuals to make judgements and deliver the outcomes we want and that at all times we want an undertaking to act with integrity. The regulators focus should therefore be on what an unacceptable culture looks like and what outcomes that drives.’

David Anderson

Shareholder engagement

‘Directors and investors both know they are in a new era of governance, yet the implications for their roles and interactions are not yet fully appreciated. Shareholder engagement deserves director attention both for the potential for getting it right as getting it wrong.’

Baroness Hogg

UK Stewardship Code published

Disclosures made by institutions under the Code should assist companies to understand the approach and expectations of their major shareholders ... Pension funds and other owners may not wish to become directly involved in engagement but they can make a significant contribution by, for example, mandating their fund managers to do so on their behalf.’

Sir David Walker

New UK Code

‘Provision for annual election of the chairman and other board members should introduce welcome additional encouragement and discipline to both shareholders and board members in seeking to promote the best possible long-term performance ...’

John Chiang

Broadening the talent pool

‘Diversifying the board is about adding dynamic conversations, avoiding the “check-the-box” mentality, and recognising that business in the twenty-first century is a global game.’

Paul-Andre Rabate

Strategy audits revisited

‘To be sustainable, a business has to have regard to the longer term value provided to all major stakeholders, particularly customers.’

Susan Henderson and Michael Kempe

Transparency of ownership

`In jurisdictions where issuers can only find out who owns their shares at the time of an AGM or ahead of announcing a corporate action, the mere act of conducting a broker search alerts the market that something might be happening and can cause a distortion in the market.’

Susan Henderson

Matters of concern

'The importance of engagement with shareholders, and also with proxy advisor agencies, well ahead of time is also stressed underlying the importance of investor engagement, which is so much part of the current consultation on the Stewardship Code.’

Lord Myners

Shortcomings of public company ownership

‘... judgements are overly obsessed with “market prices”. Such prices are, by their nature, defined at a particular moment in time based on a particular, and often small, transaction at the end of trading at the close of the valuation date.’

Marc Jobling

Governance Code for auditors

‘[The Code makes some] productive efforts to improve audit firm governance, however the true value will only become apparent once the Code is implemented.’

Catherine Lawton

Shareholder engagement in the UK

‘Complementing the discrete one- on-one meetings already held, these shareholder council meetings would serve as a venue for shareholders to express views not only to the chair and non-executive directors but also to their investor peers.’

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