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Hot Air, Corporate Governance And Real Change

Posted on August 29, 2017 at 12:30 PM

There's an awful lot of rhetoric in the air when it comes to corporate governance in the UK. Pity the businesses trying to find the time to make sense of Brexit uncertainty while looking to best practice and the regulators looking to ensure the continuation of an environment to which investors will flock.....in their droves.

I have stepped down as a Forbes contributor at the end of this month, so this will be my last link to my pieces on the site. Prime Minister Theresa May hoisted the corporate governance flag high, way back then.Can it really have been just over a year ago?

Today we have this announcement from the Department for Business, Energy and Industrial Strategy:


  • New laws will force all listed companies to reveal the pay ratio between bosses and workers
  • All listed companies with significant shareholder opposition to executive pay packages will have their names published on a new public register
  • New measures will seek to ensure employee voice is heard in the boardroom."

Demanding the pay ratio between 'bosses'  and 'workers' be revealed is an important breakthrough, not to be dismissed. But it is mostly a breakthrough of perception, a public recognition by Britain's political leadership that such major discrepancies are just plain wrong, and cannot contribute to business working towards a better society. Once you digest this important moment of recognition and move on to try and identify any imminent changes ....it all starts to slip through your fingers.

“We are hopeful that today’s announcement is a concrete step forward which will see a more measured and transparent approach to executive pay. However, we would like to have seen stronger requirements place on companies with regards to their CEO pay policies. Requiring a supermajority (75%) rather than a simple majority (50%) means that it would be harder for companies to force through pay proposals despite serious reservations from their most engaged shareholders" said Luke Hildyard, stewardship and corporate governance policy lead of the Pensions and Lifetime Savings Association (PLSA).  Quite.

Research from the PLSA highlights that 84% of pension funds are concerned about the pay gap in listed companies with 86% believing that executive pay in listed companies is too high. Mr Hildyard also points out that workplace pension schemes "represent the interests of almost 20 million active members across the UK and invest trillions of pounds into the economy – they are some of the most long-term and engaged shareholders that companies have."

Was the lack of legislation regarding CEO pay a missed opportunity? This, via Twitter.

As for workers on boards, it's increasingly very hard to see post Brexit UK plc being that adventurous. There are three options on offer in these 'new measures for employee participation': having a non-executive director who represents them, a worker representative or an employee panel. It's not hard to guess which is the easiest fudge.

However, as the 25th anniversary of the UK’s Corporate Governance Code approaches later this year, the corporate governance watchdog, the Financial Reporting Council (FRC) has committed to carry out a fundamental review of the Code’s current structure. The aim is to ensure it promotes trust and integrity in business.

“The UK’s deserved reputation for good corporate governance, earned over the last 25 years, has underpinned British business success. How we develop the framework will be key to boosting competitiveness, transparency and integrity in business particularly after Brexit. Successful and sustainable business are not just good for the economy, they support wider society by providing jobs and helping to create prosperity" said Stephen Haddrill, CEO.

That important mention again, of the need for business to support society.

"We are looking to make the new Code sharper and clearer, and get reporting on the principles behind it" said David Styles, FRC Director of Corporate Governance.

The FRC is looking to improve the effectiveness of section 172 of the Companies Act 2006. This section requires a director "to have regard to a number of matters including the long term impact of any decisions, the interests of stakeholders; and non-financial matters in pursuing their duty to promote the long term success of the company" Its consultation on non-financial reporting guidance is open - you have two months.

But 2018 is not far away - and that will be when the FRC looks again at the Stewardship Code, putting the all important issue of the role of investors firmly in the spotlight.

Categories: Governance, Scrutiny, Stewardship