Panellists agreed it was time to reset the governance debate highlighting the need for companies to improve their reporting and “be brave” in their disclosures to investors and other stakeholders at the Manifest seminar held this week.
The event was hosted at the Financial Reporting Council and David Styles, its director of corporate governance, welcomed participants from the company secretarial community. Styles announced that the public consultation on the revised UK corporate governance code would be launched in three or four weeks and this would run until February 2018 with the anticipation of launching a new code in late spring or early summer next year. One of the changes proposed will be for companies to look more at their corporate culture Styles said.
Sarah Wilson, chief executive of Manifest, noted that there had been a loss of trust in financial services and it was up to the industry to rebuild that trust. The government’s green paper on corporate governance and its response to the consultation was an opportunity to regain trust and build common understanding between financial institutions and the corporate sector.
The importance of governance culture across a wide range of organisations was picked up by Peter Swabey, policy & research director at ICSA, the Governance Institute. He highlighted that the public’s lack of trust went beyond business to include other areas in society such as sports bodies, charities and Academy Trusts in the education sector.
Swabey said this phenomenon was also happening at a time of increasing polarisation in society for example, in politics in the Brexit versus remain debate but also could be seen between investors and issuers with each saying that the other side was not listening. He highlighted three pressing governance issues.
Firstly he said pay would continue to be on the agenda but it had to decide what the problem actually was – properly aligning pay and business performance, inequality in society or is the level of pay for chief executives just too much. Secondly, private companies would now face increased scrutiny and are required to disclose more on governance which he highlighted was due to the perceived failings that led to the demise of BHS. Finally, he said there was a move from the concept of the enlightened shareholder that was contained in the 2006 companies act to thinking more broadly about a range of stakeholder groups.
Andrew Udale, senior client partner at Korn Ferry Hay, and Ashley Hamilton Claxton corporate governance manager at Royal London Asset Management also participated in the seminar. From their different perspectives, both emphasised that companies need to be braver and clearer in their disclosures.
Hamilton Claxton said investors wanted to read what was going well and what was not going well within a company. She added that boilerplate language should be avoided by companies.
Improving disclosures in relation to human capital was also discussed with contributions from Edward Houghton senior research adviser at the Chartered Institute of Personal Development and Luke Hildyard policy lead for stewardship and corporate governance at the Pensions and Lifetime Savings Association (PLSA). An assessment of disclosures against its human capital reporting framework carried out by the Lancaster University management school will be due out soon. The PLSA hopes that this reporting model will be useful for companies and investors. Meanwhile, Houghton emphasised that companies needed to appreciate the value of human cost rather than viewing staffing as a cost.
Last Updated: 3 November 2017