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.’

Sophie Johnson

GDPR and the cyclist

‘Yet this week alone, I have had three conversations with CIOs (yes, that’s Chief Information Officers, not CEOs) who are not even aware of GDPR, let alone its impact for the systems and data they are meant to be responsible for. Even fewer have made other key executives aware of the governance implications of GDPR or the impact it is likely to have on the business.’

Vanessa Jones

Ruminating on remuneration

‘Many had hoped for some fresh and innovative thinking followed by some well targeted reforms. In truth the Government's response [to the Green Paper consultation] proposes reasonably modest and incremental changes which will do no harm and may do some good but do not appear to deliver the significant changes which many had hoped for.’

Brian Quinn

The threat to the unitary board

‘Demands from Parliamentarians, regulators and the press and media to “hold board members to account”, are driving non-execs to ask much more intrusive and detailed questions at board meetings. Management, themselves under increasing public scrutiny from analysts, regulators and commentators, have become resentful about what they see as encroachment on their responsibilities, creating fuzziness about their role and distracting them from the work they are charged with doing.’

Penny Heyes

GDPR and what boards need to know

‘The GDPR will reshape the way organisations approach data privacy and data management. Any data controller that is not GDPR compliant will face a fine of €20m or four per cent of its annual turnover, whichever is greater …. This affects all organisations which hold any data on any European clients/consumers/members. The risks are huge for those who do not comply and board directors will be personally liable for any breaches of the GDPR.’

Oisín Fouere

Cyber risk as a board concern

‘Boards should validate the assurance measures in place for cyber security in the organisation. Similar to external financial auditing, companies should implement a culture of having critical security controls undergo independent review. Over the many years of assisting clients to respond to security incidents, over 75 per cent of cases were as a result of previously identified security issues which had not been addressed.’

Ruth Bender and Monica Franco-Santos

Executive remuneration

‘Although the consultants spoke of many CEOs and executives who were “reasonable” or “measured”, they also described some as “greedy” or “aggressive” … Although instances were given of committees standing up to executives, comments were made that it is easier to pay more than to fight, and that greedy executives often received higher pay.’

David Archer & Alex Cameron

Board evaluations

‘So, whilst many organisations are required to have a periodic external evaluation of their board – and others may see it as a necessary evil – the boards that get the most value from an evaluation are those who know why they are doing it, choose the right time to do so, and seize the opportunities it brings.’

Professor Colin Coulson-Thomas

Creativity and innovation

‘Options, choices and possibilities are multiplying. As new business and economic models emerge, past strengths can become sources of weakness and vulnerability. Directors need to be alert to defensive responses and attempts to protect vested interests.’

John Taylor

Does the board care about management?

‘Good managers bring in more revenue and improved efficiencies. Leaders may set the direction of the business vehicle and determine the volume and nature of the resources, but it is their managers that drive the vehicle.’

James Bickford

Reputation matters

‘As with any critical business metric, management guru Peter Drucker’s truism of “you cannot manage what you cannot measure” applies to reputation. The companies with the strongest capabilities quantify their reputational performance on a regular basis, and seek to truly understand what is important to stakeholders.’

Chris Hodge

Fit for purpose?

‘At present, there is no effective means of appropriately punishing actions by directors that have a significant adverse impact on their shareholders, stakeholders or on society in general. Any sanctions must, of course, be proportionate and justified, and must distinguish between bad behaviour and poor decisions made in good faith. But that does not reduce the need for them.’

Anthony Fitzsimmons and Derek Atkins

Rethinking reputational risk

‘Once identified these risks are hard to discuss because they are “off limits”. We humans operate under complex social conventions that include what anthropologists call “social silences”: things people won’t discuss because, as Gillian Tett put it, they are “dull, taboo, obvious or impolite”. … As a result, these risks fester and incubate, unseen and unmanaged.’

Gerry Brown

Improving the framework of UK CG

‘So the Government should not squander this opportunity by focusing on some of the symptoms of the problem but rather address the fundamental issues which are concerned not with developing yet more rules (we have a good UK Corporate Governance Code) but in improving the behaviour of directors and boards.’

Brian Quinn

How to be a good non-exec

‘Knowing how to conduct yourself at a board meeting is an art-form. Boards are living organisms, with the relationships between the members crucial in determining whether they function as effective units.’

Sallie Pilot

Companies must think ‘beyond profit’

‘Encouragingly, almost all executives believe that being able to bring together financial and non-financial information, to better explain how value is created over time, would lead to a more effective identification and management of risk; a more forward-looking, longer-term view of company performance; and improvements in decision-making.’

Paul Lee

A surprising interest in governance

‘The political imperative seems to arise from a clear reading of the Brexit referendum: that there is a disconnect between business and the people …. Developments in corporate governance may assist in that regard, but perhaps the real challenge arising from that assessment is that very different behaviour and thinking will be required from many in the business community.’

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