Corporate Governance Reform Conference

Putting the new Code into practice

Date:

Friday 9 November 2018

Prices:

Members: £270 +VAT
Non-members: £350 +VAT
Professional subscribers: £315 +VAT
Students: £120 +VAT

Location:

Hallam Conference Centre
44 Hallam St
Marylebone
London
W1W 6JJ

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Corporate Governance Reform Conference took place on 9 November 2018 at Hallam Conference Centre, London.

Summary

The conference provided a variety of expert perspectives on the purpose and implications of the new UK Corporate Governance Code which will  come into effect next year and apply for accounting periods beginning on or after 1 January 2019.

Our speakers discussed the aim of the revised Code and its benefits from companies as well as their own approach to new regulatory requirements.

FRC has restructured the code around several core principles of good corporate governance to encourage a more thoughtful and proportionate approach. In particular, the revised Code clarifies requirements for accountability, stakeholder engagement, and board diversity. It also places greater emphasis on a company’s purpose and culture and its relationship with the long-term sustainable success of the company. 

The new corporate regulation was described as an opportunity for companies to explain their governance practices in a manner that their shareholders can evaluate.

We hope that the insights shared during the conference will help you help achieve that.

Programme

TimeProgramme
09.00 Registration, tea and coffee
09.25

Welcome and introduction

Peter Swabey FCIS, Policy & Research Director, ICSA

09.30

The new Corporate Governance Code in perspective: opening keynote address

Colin Mayer CBE, Peter Moores Professor of Management Studies, Saïd Business School, University of Oxford

10.00

The role of the company secretary: a new opportunity

The new Code and supplementary board effectiveness guidance presents a significant opportunity for company secretaries. Now more than ever, the role is uniquely positioned to act as the nexus between the board and its committees, NEDs, senior management and key stakeholders. This panel will explore the areas that company secretaries can (and should) be adding value.

Jeremy Small FCIS, Group Company Secretary, AXA UK plc
Susan Swabey FCIS, Company Secretary, Smith & Nephew plc
Andrew Fairhurst FCIS, Head of Secretariat, Legal & General Group plc

10.45

Improving culture: the role of the board

Poor culture has been blamed for a number of high profile corporate failings in recent years. The new Code places even more pressure on the board to effectively define their company’s culture and align this with their purpose, values and overall strategy. In this session, we examine why poor culture has caused so many problems in corporate Britain and ask what the board can do to help resolve these issues.

Anna Colban, Project Manager, Corporate Governance and Reporting Division, Financial Reporting Council
Philippa Foster Back CBE, Director, Institute of Business Ethics
Simon Lowe, Chair, Grant Thornton Governance Institute

11.30 Networking tea and coffee break
11.50

Tenure, succession planning and the role of the nomination committee

From January 2019 board chairs must comply with or explain tenures exceeding 9 years. Also, the role of the nomination committee on succession planning has been strengthened with a view to encouraging more diversity on to boards. Here, we delve deeper into the role of the chair, and the enhanced role of the nomination committee in securing a successful pipeline.

Lucy McClements, Director, BP&E Global
Judy Delaforce, Chief Executive, BP&E Global

12.30

Networking lunch

13.30

Remuneration

The rules around pay and incentives have been strengthened significantly in the new code. Companies must now provide clearer reporting on remuneration, give boards the power to override remuneration outcomes and place tighter restrictions on who can chair the remuneration committee. This session aims to clarify what this will look like in practice.

Andrew Johnson, Director, Reward Consulting, KPMG

14.00

Board evaluation

Board evaluations remain vitally important to improving board effectiveness, and the new Code looks to further strengthen their quality and depth. Looking at the increased emphasis on evaluators having direct contact with the board and individual members, as well as the involvement of the workforce and other stakeholders, we will assess if the new Code is rigorous enough in its attempts to shore up the existing evaluation processes.

Chris Hodge, Policy Advisor, ICSA

14.30 Break
14.45

Enhancing staff engagement

For the first time, how a company engages with its staff is part of the code. Companies are expected to either appoint a worker to their boards, nominate a non-executive director responsible for representing staff or create a separate employee advisory council. Here, through a real life case study, delegates will look at some of the latest innovative approaches undertaken by companies looking to enhance the quality of their staff engagement.

Carolyn Sharpe ACIS, Assistant Company Secretary, Rolls-Royce plc

15.15

Having a meaningful impact: reporting on section 172

Section 172 requires a director to promote the long term success of the company. This means having regard to a number of matters including the interests of stakeholders, employees, suppliers and even local communities affected by company activities. This session looks at good practice in applying section 172 and offers tips and guidance on demonstrating fulfilment of this duty to improve accountability.

Dr Scarlett Brown, Director of Research and Policy, Tomorrow’s Company
Lorraine Young FCIS, Consultant, Shakespeare Martineau
Ben Mathews FCIS, Group Company Secretary, HSBC Holdings plc

16.00

Closing keynote address

David Styles, Director of Corporate Governance, Financial Reporting Council

16.20

Conference close

*This is a draft programme and may be subject to change

Speakers

Anna Colban, Project Manager, Corporate Governance and Reporting Division, Financial Reporting Council

Anna Colban has been with the Financial Reporting Council for 12 years. She was a lead contributor to the recent 2018 update to the UK Corporate Governance Code, with a particular focus on remuneration, culture, diversity and board composition. She also led the development of the supporting Guidance on Board Effectiveness. She previously led the FRC project on Corporate Culture and the Role of Boards, as well as a number of corporate reporting projects. Prior to this Anna spent several years in charge of the FRC’s enforcement policy and disciplinary board governance. Before joining the FRC, Anna worked for the Department of Trade and Industry (now BEIS), developing policy on telecoms, gas, electricity and water regulation, managing EU funding and promoting overseas trade, including a stint as a commercial officer in the British Embassy in Berlin.

Anna has a BA in French and German and has spent 7 years living and working in German speaking countries.

Judy Delaforce, Chief Executive, BP&E Global

Judy Delaforce is the Chief Executive of BP&E Global Ltd where she heads the Board development services and specialises personally in Board evaluations and coaching and mentoring board members. She has worked with the Boards and individuals of well over 100 organisations.

She is an international consultant and coach and has worked at Board and Senior Management level with a wide range of organisations in both the financial services industry FTSE 350 and beyond, including regulators and regulated firms alike; frequently including those from a variety of overseas ownership, locations and cultures. Judy has been a consultant for the last seventeen years working with Boards, senior individuals and regulators.

Andrew Fairhurst FCIS, Project Manager, Head of Secretariat, Legal & General Group plc

Andrew joined Legal & General as a Company Secretarial Assistant from Hogg Robinson in 1987 where Andrew performed a number of roles within the Group Secretariat. In 1990, Andrew was appointed Company Secretary of the Financial Services businesses. In 1995, he was asked to become Company Secretary for the Legal & General Investment Management business. During his time with Legal & General Investment Management Andrew built and ran a standalone Company Secretarial function and was company secretary to, and launched, a number of investment trusts.

In 2002, Andrew returned to the Group Secretariat as Assistant Group Secretary and in 2006 he was appointed Deputy Group Secretary. In October 2011, Andrew was asked to return to the business and create a UK Secretariat team to provide Co Secretarial and Governance services to Legal & General’s Insurance, Retirement and Savings businesses. Andrew is a member of the ICSA Co Sec Forum.

Andrew holds a Post Graduate Diploma in Company Administration. He is a Fellow of the Institute of Chartered Secretaries and member of the Chartered Institute of Management and Fellow of the Institute of Directors.

Philippa Foster Back CBE, Director, Institute of Business Ethics

Philippa began her career in Corporate Treasury and Finance, prior to her appointment as Director of the Institute of Business Ethics in 2001.
In this role, she runs the IBE delivering with the team UK and international advisory work, research and publications, training, and events, all with the purpose of raising awareness and sharing of best practice in business ethics, in line with the IBE’s charitable aims. She speaks widely on business ethics issues, encouraging high standards of business behaviour based on ethical values.

In 2008 she was a member of the Woolf Committee looking at business practices at BAE Systems. She currently sits on the Stakeholder Panel Group of the Financial Reporting Council and is a member of the BEIS/FRC Coalition group looking at Corporate Governance in Large Unlisted Companies.

Her external appointments include the Chartered Institute of Securities and Investment; RAND Europe; Barrier Biotech Ltd. Philippa is also Chairman of the UK Antarctic Place-names Committee and the South Georgia Heritage Trust.
In 2006 she was awarded the OBE for services to the Ministry of Defence in her capacity as NED and Chair of the Defence Audit Committee. She won the M&S/BITC Sieff Award in 2008. In January 2014 she was awarded the CBE for services to UK Antarctic Heritage. In 2018 she was awarded an Honorary Doctor of Law from University of Warwick.

Chris Hodge, Policy Advisor, ICSA

For ten years until 2014 Chris was Director of Corporate Governance at the UK’s Financial Reporting Council. He was responsible for developing and promoting the UK Corporate Governance Code, one of the earliest and most influential codes for companies. The practices that he introduced include board effectiveness reviews and public reporting on the management of significant risks. Chris was also responsible for introducing the first national stewardship code for investors in the UK in 2010.

More recently Chris has been the FRC’s Strategy Director. In this capacity he was responsible for developing the FRC’s overall strategy for 2016-19, overseeing and co-ordinating its external communications, public affairs and international influencing activities. Chris established the European Corporate Governance Codes Network and served as chair for eight years until 2015. The Network shares information and good practice among the bodies responsible for codes in 28 European countries, and its advice is regularly sought by the European Commission when developing its proposals for European level regulation. In addition, Chris has worked as advisor ith bodies such as the European Commission, OECD and World Bank and regularly featured as presenter and moderator at international conferences.

Andrew Johnson, Director, Reward Consulting, KPMG

Andrew is a director in KPMG’s Reward Consulting practice and has over 20 years’ reward consulting experience across a wide range of sectors and industries. Andrew focuses on providing advice to remuneration committees and reward teams on the design and implementation of executive remuneration policies for both listed and private companies. Andrew also provides pay benchmarking and incentive design advice to clients (including short and long term incentive plans). He also edits KPMG’s reward publications including KPMG’s annual FTSE 350 directors’ remuneration survey.

Simon Lowe, Chair, Grant Thornton Governance Institute

Simon is a Fellow of the Institute of Chartered Accountants in England and Wales and was a partner in Grant Thornton UK LLP for 29 years. He is Chair of the Grant Thornton Governance Institute, works with the firm’s large corporate practise and until this year was Senior Auditor for a number of the firm's larger listed audit clients.

He is the instigator and author of the FTSE 350 Corporate Governance Review, the UK's leading research document into the UK's Code of Corporate Governance, now in its 17thyear. He is the sponsoring Partner for the Grant Thornton Governance Reviews in the NHS, Local Authority and Charity sectors.

Simon is audit committee chairman for the Royal College of Nursing, a member of the CBI London council. He was an elected member of the Grant Thornton Partnership Oversight Board and its risk and audit committee. He was the founder and leader for 10 years of the firm’s Business Risk Services practice.

He was a member of the FRC's steering group responsible for the Guidance for Effective Boards which replaced the Higgs guidance. He was the author of the 'Are They Experienced' research commissioned by the FRC which looked at the experience of Non-Executive Directors following the financial crisis and he also supported the Walker review and The New Risk Equation looking at the evolving business model.

Ben Mathews FCIS , Group Company Secretary, HSBC

Ben Mathews was appointed Group Company Secretary of HSBC Holdings plc on 1 July 2013.

He joined from Rio Tinto, where he had been Company Secretary since 2007, managing the dual listings in London and Sydney. Before that, Mr Mathews spent more than five years with BG Group plc, the leading natural gas major. He has extensive experience in international corporates, mergers and acquisitions, corporate governance and share listing across a range of companies. He qualified as a chartered company secretary with PricewaterhouseCoopers in London.

He graduated with honours in European Studies and French. After a period of post-graduate study he was elected as a Fellow of the Institute of Chartered Secretaries and Administrators.

Colin Mayer, Professor of Management Studies,University of Oxford

Colin Mayer is the Peter Moores Professor of Management Studies at the Saïd Business School at the University of Oxford. He is a Fellow of the British Academy and the European Corporate Governance Institute and is a member of the UK Competition Appeal Tribunal, the UK Government Natural Capital Committee and the International Advisory Board of the Securities and Exchange Board of India. He was appointed Commander of the Order of the British Empire (CBE) in the 2017 New Year Honours for services to business education and the administration of justice in the economic sphere.

Colin Mayer was the first professor at the Saïd Business School in 1994, the Peter Moores Dean of the Business School between 2006 and 2011, and the first Director of the Oxford Financial Research Centre between 1998 and 2005. He was a Harkness Fellow at Harvard University, a Houblon-Norman Fellow at the Bank of England, the first Leo Goldschmidt Visiting Professor of Corporate Governance at the Solvay Business School, Université de Bruxelles, and has had visiting positions at Columbia, MIT and Stanford universities.

Lucy McClements, Director, BP&E Global

Lucy McClements joined BP&E Global as a Director in the summer of 2016 after nearly two decades as a regulator where she supervised firms from both a conduct and prudential perspective across all sectors of financial services from asset managers, banks, insurers, retail intermediaries, and securities firms. Before leaving the Financial Conduct Authority Lucy spent five years as a Head of Department in the Authorisation Division overseeing thousands of applications for authorisation, variation of permission, cancellation, change in control, and approved person status.

As a qualified coach she combines her passion for leadership development with a deep insight of regulatory expectations to support Boards to achieve even greater effectiveness.

Jeremy Small FCIS, Group Company Secretary, AXA UK plc

Jeremy is a very experienced Company Secretary with a wide-ranging technical and commercial background in both listed and non-listed companies in the financial services, manufacturing and hotel sectors. He works in partnership with chairmen, directors and senior executives, and is often used as a sounding board for commercial propositions, strategy and cultural issues. He led an international team to develop a direct to consumer wealth management product and for several years actively sponsored talent and development programmes, giving coaching and mentoring support in the UK, France and Germany.

At AXA, Jeremy introduced board evaluation and instigated a number of innovations to improve the culture and smooth running of board meetings. Over the last few years, he has published a number of articles covering directors and decision-making, leadership in M&A, and the role of the Chairman, as well as speaking at conferences on these topics. He acts as an informal advisor on a range of corporate governance matters and was a member of the CBI Companies Committee for 10 years.

David Styles, Director of Corporate Governance, Financial Reporting Council

David started as Director, Corporate Governance the FRC in May 2014. He was previously a civil servant in BEIS for nearly 30 years and held a number of posts dealing with a range of business sectors and policy issues. From 2001 - 2011 David was Assistant Director in the Corporate Law and Governance Directorate with policy responsibility for directors’ remuneration, shareholders’ rights and corporate governance, including European and international negotiations on these issues.

Peter Swabey FCIS, Policy & Research Director, ICSA

Peter Swabey is Policy and Research Director at ICSA. He is responsible for developing ICSA’s profile to members, regulators, policymakers, employers and other stakeholders by delivering thought leadership and lobbying campaigns aligned to ICSA strategy and promoting strong governance as the vital ingredient for success in organisations.

Peter joined ICSA in 2013 and has almost 30 years’ industry experience. Prior to ICSA, Peter was at Equiniti where he was Company Secretary and Industry Leadership Director; he was also a Director of Equiniti David Venus, Equiniti’s Company Secretarial Services provider.

Peter is a member of the ICSA Company Secretary’s Forum, the CBI Companies Committee, the QCA Corporate Governance Expert Group and the Shareholder Voting Working Group, as well as being an Alternate Member of the Takeover Panel and a past Chairman of the ICSA Registrars Group .

A history graduate, and Fellow of ICSA, Peter is a regular speaker at industry conferences and events, with an industry-wide reputation as an expert on shareholder and corporate governance matters.

Susan Swabey FCIS, Company Secretary, Smith & Nephew plc

Susan has been Company Secretary of Smith & Nephew since 2009, having previously held senior company secretarial roles in Amersham, RMC and Prudential.

Susan’s experience covers board support, corporate governance, corporate transactions, risk management, share registration, listing obligations, corporate social responsibility, pensions, insurance and employee and executive share plans. At Smith & Nephew, Susan heads up the Risk Management function in addition to her role as Company Secretary.

Susan is a frequent speaker at conferences and seminars and sits on a number of industry working groups. She is also Chairman of the Trustee Board of ShareGift, the share donation charity and a member of the Steering Group for the Financial Reporting Council Lab.

Susan has a degree in Classics (Literae Humaniores) from Oxford University (Corpus Christi College) and is a Fellow of the Institute of Chartered Secretaries and Administrators.

Lorraine Young FCIS, Consultant, Shakespeare Martineau

Lorraine began her co sec career in financial services before becoming company secretary at Brambles Industries plc, a dual listed company in the FTSE 100. She was involved in acquisitions and disposals, bid defence, overseas Board visits, directors’ induction and continuing professional development, complex international share plans and promoting clear communication to shareholders and employees.

The next challenge Lorraine took on, in 2003, was to set up her own company secretarial and corporate governance practice which provided advisory services for a range of clients. These services included governance and Board effectiveness reviews; providing advice and training; Board and committee meeting support; preparation for general meetings and drafting reports and other documents; as well as ensuring compliance with statutory requirements.

In 2016, Lorraine merged her practice with the co sec team at Shakespeare Martineau LLP, and continues with her advisory work. She writes a regular technical update column for Governance & Compliance magazine.

Lorraine is a Non-Executive Director of PHSC plc and City of London Group plc, both listed on AIM.   She is also a Past President of ICSA, the Governance Institute.

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The Central Bank of Ireland (CBI) has introduced a self-certification regime for indices used by UCITS funds. This policy change, which has been flagged by the CBI to the Irish funds industry earlier this year, materialised in the updated CBI guidance on UCITS Financial Indices published on 8 October 2018.

Background

Prior to the issue of the guidance, the CBI required that indices used by UCITS funds be submitted for CBI review where an index comprised of corporate issuers exceeded the usual UCITS concentration limits or where the index was comprised of ineligible assets, i.e. assets in which a UCITS cannot invest in directly, such as commodity futures.

The CBI review process involved the submission to the CBI of the index factsheet, methodology, list of constituents and their weightings as well as a completed checklist against the CBI index requirements.
A confirmation to the CBI of compliance of the index with the CBI requirements had to be submitted as part of the submission and also in instances where the submission was not required.

The New Index Certification Process

The guidance has introduced a self-certification regime for UCITS proposing to use an index. As before, the CBI requires a confirmation of compliance of the index with the CBI requirements. As part of the new certification process, this confirmation must now be provided by a director on behalf the UCITS management company.

The CBI has also simplified the requirement for a submission in circumstances where the weighting of a single corporate issuer in an index makes up more than 20% and up to 35% of the index. This would arise in the context of indices comprised of corporate issuers whereby the usual UCITS ‘5/10/40’ concentration limit for corporate issuers (i.e. the exposure to the same issuer cannot be more than 10% and the sum of constituents with a weighting in excess of 5% cannot be more than 40%) is exceeded. In these circumstances, the index could avail of the increased ‘20/35’ concentration limit envisaged by the UCITS rules (i.e. exposure to the same issuer cannot be more than 20% and exposure to one issuer may be raised to 35% where this is justified by exceptional market conditions). Under the guidance, the index submission in respect of ‘20/35’ indices is now limited to setting out why the market conditions justify increasing the concentration limit for investment in a single issuer to 35%. The index due diligence documentation is no longer required to be provided to the CBI as part of the submission.

Index Quality Assessments

The CBI expectations as to the information that a UCITS manager must maintain in respect of indices used by the UCITS under its management are set out in the guidance for the first time. It is made clear in the guidance that the CBI expects a UCITS manager to be in a position to demonstrate at all times that indices used by the UCITS under its management comply with the regulatory requirements. It is envisaged that the CBI would carry out spot checks and the guidance sets out the following minimum information that must be provided to the CBI upon request:
• the rationale as to how the index achieves the objective of being a benchmark for the market to which it refers;
• the methodology used to construct the index (which should be adequately described and include data on constituent selection criteria, constituent price collection procedures, asset allocation rules and guidelines for altering and re-balancing the index);
• information on index constituents and their current as well as historic weights;
• details as to how the index calculation methodology is verified;
• information should be provided on any fees embedded in the index; and
• any technical and marketing documents produced by the index sponsor.

Summary and Action Required

Notwithstanding the simplification that the new certification regime brings, UCITS managers are likely to find that not a whole lot has changed as far as the CBI review process is concerned. In summary, index submissions have been done away with for indices comprised of ineligible assets and have been simplified for indices that rely on the increased ‘20/35’ issuer concentration limits. A confirmation in respect of index compliance (now in the form of a certification from the management company) still has to be given for every index. The level of due diligence that UCITS managers have to carry out pursuant to the UCITS requirements on the indices they use has also not changed.

Arguably of greater note is that the CBI has formally set out its expectations as to the level of information it expects to receive at short notice from a UCITS manager in relation to the indices used by the UCITS under its management. It is now timely for UCITS managers to review the index due diligence documentation maintained by them against the CBI requirements and ensure that it is in the form that could be provided to the CBI at short notice upon request.

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