Professors Joan Loughrey and Terry McNulty

Too much expected of section 172?

‘Although the FRC’s Guidance on Board Effectiveness states that in order to protect the company’s long-term interests, difficult board decisions may “sometimes” adversely impact stakeholders, section 172 cannot prevent directors taking actions that are contrary to stakeholder interests or even the long-term interests of the company. No doubt such a company would not thrive. Nevertheless the section does not guard against bad business judgements taken in good faith.’

Anne Kirkeby

More authenticity?

‘Society and key stakeholders have more expectations than ever before in companies and they expect companies to be part of the solution within society, rather than the problem. The growing recognition that “good” business behaviour supports strong financial performance is becoming the norm.’

Philip Sydney

Evaluating Board Reviews

‘With Board Reviews now seemingly such an established part of the board’s annual cycle – and given the commitment of time and resources that a board is undertaking when embarking on a Review exercise – it is incumbent on all of those working in this space to focus on moving the practice forward.’

Vanessa Jones

Governance of large private UK companies

‘I find the Wates Principles refreshingly simple and uncomplicated. They provide scope for each company to clearly articulate their enterprise processes and attitudes that add value to their business, help build its reputation and ensure long-term continuity and success. That is the essence of good governance and if companies cannot clearly articulate that for themselves that should be a red-flag.’

Frode Odegard

Governance in the post-industrial transition

‘Mature firms face an onslaught on multiple fronts. The exponential growth in computing, storage and communications capacity we have seen over the last few decades is giving rise to a wide range of powerful technologies. ... Coupled with easy access to funding (due in part to low interest rates), this is lowering the threshold for new entrants disrupting established industry players.’

Dr Shann Turnbull

Removing toxic governance

‘Whether audits are for investors, directors or shareholders the auditor’s role is to judge the integrity of director accounts. It is ethically unacceptable for any law judge to be influenced or paid by the people they are judging. However, this conflicted toxic relationship is what regulators promote.’

Dr Yin Hua Yeh

Family firm succession

‘Controlling families may need to adjust their traditional concept of succession and at the same time ensure robust governance of their firms. Modernising the firm’s internal corporate governance and making a smarter succession decision (ie non-family succession in highly competitive and risky industries) can help maintain investors’ confidence in their investment strategies.’

Alan McDonnell

A Board Assurance Framework in practice

‘On reflection, Forum committees today bear little resemblance to those that started out on this journey three years ago. Our learning at each of the journey’s milestones has helped assemble a BAF model which we collectively believe enables our committees to provide a better service to each board by orienting; aligning; assuring and reporting on their governing priorities - their strategic objectives.’

Gervais Williams

Corporate governance rules on AIM

‘Whilst some AIM corporate boards do set out a fair amount of their own independent thinking on the issue, in the main most others have reached for ‘boilerplate’ statements that look suspiciously similar to each other! Without any requirement to link these statements to any particular corporate governance code, it has been easy to skip over much of the detail.’

Sallie Pilot

Purpose beyond profit

‘In our survey of executives across the globe, we found that a majority, 93 per cent, think effectively explaining value creation in corporate disclosures is important. ... At the same time, a majority reported a lack of confidence that their businesses disclose the right information externally, or capture the right information internally.’

Elena Lokteva

Digital disruption and boards

‘New disruptors come daily. Digitalisation starts with a clear commitment to the new culture from a leadership team and shareholders. Therefore, boards should look not just outward, but inward too.’

Michael Carter and Catherine Hammon

Boards and digital risk

‘Moreover, where digital strategy was essentially focused on cost-cutting and other defensive tactics (particularly as regards incumbents fighting off disruption to traditional commercial models), the survey found that the return on digital investment was typically poor. Digital strategies are often played for high stakes.

Simon Witney

Corporate governance of private equity-backed companies

‘So, while it is obvious that good decision-making, facilitated by a well-designed process that is staffed by well-informed and competent people, is an essential component of any successful organisation, corporate governance processes in a private equity-backed company are defined and judged largely according to their fitness for that particular purpose. Listed companies and their investors might take note of this aspect of the private equity model …'

Alison Gill

Evaluating board performance

‘Most directors find the individual interviews to be helpful in their own right and value the collective discussion following the feedback. It can be a lonely task being a board director so this time set aside to review and reflect, if used wisely, can be a useful critical eye.’

QCA/UHY Hacker Young Corporate Governance Behaviour Review 2017

Corporate Governance Behaviour Review 2017

‘Investors want to read statements that are unique to a company and that express the company’s distinctive character. The direct message from investors is be honest and truthful in drafting your company’s report.’

Joëlle Warren

Culture and non-executive directors

‘So culture isn’t something that should be “owned” by one person as “head of culture” or delegated to HR. Culture starts at the top. How the board behaves both individually and collectively sets the cultural tone and defines the ethical and moral boundaries that ripple through the organisation.’

Alex Cameron and David Archer

Will the new UK CG Code make a difference?

‘Adherence to the principles of the Code appears quite possible without any meaningful reference to the new spirit of the guidance. A possible consequence is that a board could comply by the letter of the principles but not really address the ambition that they support.'

Stilpon Nestor

A question of inequality

‘Corporate boards are not debate clubs. Their focus should always be on the direction and control of the company. Clearly, a key part of the job is the identification, mapping, mitigation, underwriting and control of risks. But the process of managing risk is not a general exercise of looking at all possible dangers confronting humanity.’

Helen Pitcher

A new strategic direction for board directors

‘A more worrying finding to emerge however, was an alternative view, with some respondents arguing that even very good HR directors are often excluded from the top table, because boards do not spend time on workforce-related issues.’

Chris Hodge

Stakeholder engagement

‘If companies wish to have a better understanding of the potential impact of their activities on different groups or stakeholders, and to factor that more fully into their decision-making process, then they need to think about it systematically.’

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