Sir Simon Robertson

A boardroom conversation with ...

‘Being on a board requires an understanding of your accountability. You have to know what’s expected of you, and to have something to offer. As a non-executive, you have to realise that what is advertised as a 30-day a year commitment can easily become an every-day responsibility if for example an acquisition is undertaken or some crisis happens.’

Daniel Godfrey

New Investor Forum

‘The [working group’s] conclusions were a very clear assertion of the value of a long-term, principled approach where, in the words of the Chairman, [James Anderson] investors “... must be consistently engaged rather than occasionally outraged”.’

Sacha Sadan

The corporate governance function

‘Corporate governance can act as a voice of sanity: we want companies to succeed – indeed, we have a duty on behalf of our clients to help companies be the best they can – and help now comes in many forms.’

David Anderson

First among equals

‘Quite simply, the ability of the chair to lead in governance, as the CEO must lead in management, is a major determinant to the health of the board, its ability to partner with management, and the stewardship of investors’ wealth.’

Peter Whitehead

Non-executive trends in the UK

‘So boards are really behaving like committees, over-emphasising the monitoring side of their role without sufficient insight into what is happening in the company. We can mess about with the demographics and structures of the board all we want, but I am detecting no change to fundamental performance, contribution and value add.’

Peter Tunjic

Governing and directing: are they different?

‘Best practice in corporate governance produces too many “governors” focused on protecting value and not enough directors focused on creating it. Public companies have become over governed and under directed because corporate governance regulation and education is designed to ensure the “correct” board structure, process and composition rather than ensure “imagination, creativity, or ethical behavior in guiding the destinies of corporate enterprise”.’

Anthony Fitzsimmons and Rob Haslam

Deconstructing Failure

‘As part of their continuing education, chairmen should arrange systematic education for the board in the behavioural and organisational weaknesses that regularly lie at the root of unexpected reputational crises and failures in apparently sound companies. Our experience is that this gives board members valuable new perspectives that can help them to avoid avoidable disasters.’

Professor Colin Coulson-Thomas

Reassessing corporate governance

‘Non-executives used to help executive directors rather than check up on them like private investigators. They looked outwards for opportunities rather than inwards for abuses.’

Stilpon Nestor

Responsibility and the culture of challenge

‘... if challenge at board level may only occur behind the veil of total anonymity one can reasonably assume that the board is lacking in one of its core duties: productive challenge to the executive. Such “tone at the top” also bodes ill for the culture of the company as a whole. Anonymous slander might thrive more than responsible challenge at all executive levels.’

David W Anderson

Director independence

‘... [another] source of value in director independence comes from the psychology of the directors themselves. Directors who are able to speak up, to offer opinions, raise objections and stand in the face of perceived pressure can fundamentally alter the dynamic and content of board deliberations.’

Sean O’Hare

Executive pay disclosure

‘Although the UK remains at the cutting edge of corporate governance best practice in Europe, this position is being challenged by Australia, which has taken a serious approach to the governance of remuneration in recent years.’

Alison Gill and James Bagge

Reflections on board review

‘Without adherence to a well defined and disciplined process – following a sequence from issue definition through to solution analysis and decision formation – there is a fair chance the ultimate decision taken will be flawed.’

Paola Gutierrez Velandía and David Sherzer Gea

Governance trends in Spain

‘We do believe those companies that have engaged with investors on an average level have better outcomes in terms of the quality of the voting, perhaps because it allows an analyst to have a broader picture of the checks and balances systems in the market and in the company.’

Simon Patterson

New thinking on executive pay

‘... we found that an astonishing 77 per cent of companies within the FTSE 100 have pay programmes ... as a result of ‘me-too’ pay plans which bear little link to individual company goals, targets or business plans. This is akin to remuneration committees driving along the road by watching what other cars are doing, looking through the passenger windows, rather than concentrating on the road ahead.’

Kit Bingham

An increasingly rare breed

‘Board balance has shifted dramatically ... Today, half of all FTSE 100 companies have only the chief executive and finance director as management members of the board. In the FTSE 250 index, about two-thirds of companies have only those two officers serving as directors.’

Mauro Rodrigues da Cunha


‘According to [Brazil’s] major custodian of foreign investors, approximately 30 per cent of all voting instructions received are made void because of expired proxies. Additionally, the lack of a stamp can be used as the reason to contest a specific shareholder – usually the one that wants to vote against the Board of Directors’ decisions.’

Professor Colin Coulson-Thomas

Governance, risk and performance

‘The behaviour of directors, their understanding of human nature and how they react to the actions of others is vital for effective governance, risk management and sustained performance.’

Dr Stephen Page

Cyber risk – how should boards respond?

‘IT has historically been seen as non-strategic and often distant from the core business of the board, only called to report occasionally when there is a large business case, programme delay or service failure. Boardrooms often lack the skills to understand, assess and act on the important strategic issues that lie beneath technology discussions.’

Dona Roche-Tarry

Why biggest is not necessarily best

‘As the research also highlights, regulatory requirements have impacted the time left available to debate important issues and hindered the ability of non-execs to perform their roles effectively. In particular, many non-execs complained that they no longer have the same scope for strategic input as they did in the past.’

Ghislain Giroux Dufort

The risk governance imperative

‘We have already seen that the longevity of even the best companies and organisations is declining and that their demise is not only due to their over-exposure to negative risks, but also to their underexposure to the right types and levels of risk.’

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