Listed Companies Conference

The Listed Companies Conference took place on 5 April 2019 at America Square Conference Centre, London 

Summary 

Public trust in big business remains low, with lingering questions around transparency and standards of practice leading to scepticism of their ability to uphold good corporate governance. The requirements set out in the revised Corporate Governance Code, which included actions on executive pay, corporate culture and reporting, looked to address a number of issues that governance professionals need to be considering and where they need to bring about significant change.

This half-day conference explored how the objectives of the Corporate Governance Code  played out in practice, proposed audit reforms, focus of institutional investors in 2019 and more.

Delegates also received an update on ICSA’s work on improving board evaluations and the development of a code of practice for external board evaluation, as part of the Government’s push to raise governance standards across UK PLCs.

Programme

TimeProgramme
09.00

Registration, tea/coffee

09.25

Chair’s opening remarks

Peter Swabey FCIS, Policy & Research Director, ICSA

09.30

Reporting update

The new ‘shorter, sharper’ Corporate Governance Code aims to move companies away from a tick box approach to corporate governance reporting. Here, we will discuss how companies are taking up the challenge of shifting to principles-based reporting and look at practical examples of how to fulfil the requirements of the new regulation.

Anne Kirkeby, Lead Corporate Reporting Consultant, Black Sun Plc

10.00

The Shareholders Rights Directive

The Shareholders Rights Directive II comes into effect later this year. It aims to strengthen the role of shareholders whilst ensuring that decision making is made with the company’s long-term interests in mind. The directive sets out requirements for greater engagement in relation to a number of areas, including transparency and director remuneration. In this session, we will take a more in-depth look at the legislation and how companies need to prepare.

Anne-Sophie Blouin, Senior Director, Willis Towers Watson

10.30

Investor perspectives for 2019

Institutional investors no longer simply focus on the financial performance of their investee companies. An organisation’s purpose, mission, values, as well as board diversity, organisational resilience and corporate governance arrangements are all taken into consideration. So what areas will investors be focused on in 2019?

Nathan Leclercq, Senior Corporate Governance Analyst, Aviva Investors

11.00

Networking break

11.30

Governance in the digital age

There has never been a more challenging time to serve on a board than right now. Board oversight is loaded with more risk than ever before. In this complex landscape, we question what might help directors govern better? For organisations with the best performance results, what is different about how their boards function? What tools and technology might help boards transform governance for the digital age? This session provides an overview of these issues and the steps delegates can take to help their boards better navigate the digital age.

Dottie Schindlinger, Vice President of Thought Leadership, Diligent
Joined by Clare Wardle, General Counsel and Company Secretary, Coca-Cola European Partners plc

12.15

Audit reform

As a direct result of Carillion’s collapse in early 2018, the audit market and the role of auditors has been under close scrutiny. There have been further calls for a shake-up to the UK audit market and to strengthen regulation around the quality of audit. Here, we look at the recommendations of some recent reports on this topic and what they could mean for the future of the sector.

David Herbinet, Global Head of Audit, Mazars

12.45

Board evaluation

Last year the Government invited ICSA to convene a group to identify ways of improving the quality of board evaluations.One aspect of this will be the development of a code of practice for external board evaluation. Here, we will receive an update on ICSA’s work and delegates will have the opportunity to share their own thoughts on a new code of practice.

Chris Hodge, Policy Advisor, ICSA

13.15

Networking lunch, close of conference

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


Speakers

Anne-Sophie Blouin, Senior Director, Willis Towers Watson

Anne-Sophie has been advising companies on executive compensation and corporate governance matters for 20 years across a range of industries and maturity stages. Her experience has been complemented by two years with Royal Dutch Sell (where she was in charge of executive compensation). She has also worked as a Director in the executive compensation practice of Deloitte for five years. Anne-Sophie advises companies in the UK and internationally on remuneration strategy, pay benchmarking, incentive design, IPOs, corporate governance/regulatory developments and engagement with shareholders and proxy advisers. She is currently an expert to the European Commission on the drafting of the guidance on standardised remuneration reports as part of the implementation of the Shareholders’ Rights Directive.

David Herbinet, Global Head of Audit, Mazars

David is Mazars’ Global Head of Audit and leads Mazars’ Large & Listed strategic market in the UK. He has over 25 years of audit experience, particularly of large and complex international groups, and is a key Mazars spokesperson on issues affecting audit competition, audit quality, joint audit and long-term sustainability.

He is a vice-chair of the Audit & Assurance Policy Group of Accountancy Europe and is also Mazars’ representative with EcoDa, the European voice of Board directors. David has played a critical role in the launch and development of two major Mazars initiatives: the Centre for Audit Committee and Investor Dialogue and Mazars’ Business.For Good®. He continues to actively support these ground-breaking initiatives. David is also an active member of the Academy for Business in Society (ABIS).

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 with bodies such as the European Commission, OECD and World Bank and regularly featured as presenter and moderator at international conferences.

Anne Kirkeby, Lead Corporate Reporting Consultant, Black Sun Plc

Anne is head of Black Sun’s Insight team, the research and strategy consultancy arm of Black Sun plc. The Insight team undertakes extensive research into corporate communication trends and regulatory compliance in narrative reporting with the aim of identifying emerging best practice.

Recent research publications include our annual flagship research The Complete 100, this year titled ‘Less Perfection. More authenticity’, the ‘Purpose beyond profit’ publication produced together with AICPA, and various publications on corporate culture as well as trends in digital communication.

Armed with research insights, the team helps clients, mostly FTSE 350, meet their communications objectives and implement reporting regulation while staying ahead of best practice reporting trends.

Anne joined Black Sun in 2015. Prior this, she spent 10 years as a buy-side ESG analyst engaging with numerous FTSE 350 and FTSE All-World companies on ESG best practice and disclosure.

Anne holds a first class honours degree in Management and a Master's degree in Marketing and Management, as well as certificates in governance and market regulation, GRI reporting and Sustainability strategy.

Nathan Leclercq, Senior Corporate Governance Analyst,, Aviva Investors

Nathan has almost 20 years’ experience in corporate governance. He joined the Manifest Voting Agency in 1999 having begun as a research analyst, before moving over to the proxy voting team helping institutional investors, pension funds and local authorities exercise their voting rights. Nathan joined Northern Trust in 2001 where he supervised the outsourcing of global proxy voting to ISS and then in 2002, he moved to the Corporate Governance team at Aviva Investors.

Nathan has spent a total of 16 years at Aviva Investors (5 of which he was Head of Corporate Governance). He is responsible for assessing company corporate governance practices, which involves working closely with fund managers and engaging with companies to address any concerns or specific risks to investment. He is also responsible for making vote decisions at company AGMs.

Nathan joined Institutional Shareholder Services Inc (ISS) in 2017 as Head of UK Research but re-joined Aviva Investors in 2018 where he is now a Senior Corporate Governance Analyst. Nathan’s new role includes being responsible for identifying key environmental and social risks and opportunities in sectors and companies in addition to corporate governance issues. Part of Nathan’s remit is to ensure the team is able to evidence strong stewardship of the companies that Aviva Investors hold.

Dottie Schindlinger, Vice President of Thought Leadership, Diligent

Dottie Schindlinger is Vice President of Thought Leadership for Diligent Corporation, the leading provider of secure corporate board communication and collaboration software globally. In her role, Dottie provides thought leadership on governance, cybersecurity, and technology topics through presentations to boards and executives dozens of times each year at events around the world. .

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.

Her work has been featured in Forbes, The Wall Street Journal, and in multiple governance and technology publications including Corporate Board Member, Trustee Magazine, Corporate Secretary Magazine, Execranks, CSO Online, and Dark Reading. She is the co-author, along with Diligent CEO Brian Stafford, of Governance in the Digital Age: A Guide for the Modern Corporate Board Director, John Wiley & Sons Publishers, April 2019.

Dottie brings over twenty years’ experience in governance-related roles, including serving as a director, officer, senior executive, governance consultant and trainer for private, public, and non-profit boards. She was a founding team member of the tech start-up BoardEffect – a board management software provider focused on healthcare and non-profit boards, acquired by Diligent in 2016. She is a graduate of the University of Pennsylvania.

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.

Clare Wardle, General Counsel and Company Secretary, Coca-Cola European Partners plc

Clare has been General Counsel and Company Secretary, and member of the Executive Leadership Team of Coca-Cola European Partners plc since June 2016, leading risk, compliance, security and legal teams across 13 countries. She is also a sponsor of the CCEP’s Diversity Council. Previously, Clare has had positions as General Counsel of Kingfisher plc and Tube Lines plc, as well as Head of Legal at Post Office.

Clare is currently also chairman of Basketball England, and a NED at Modern Pentathlon Great Britain and Lee Fitzgerald Architects Ltd. Her previous directorships include encryption and digital signatures, sheltered housing and retail.

Sponsors


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Computershare Governance Services offers corporate governance and compliance solutions to help companies transform their business practices and stay ahead of ever-changing market dynamics. We address today's global compliance challenges through entity management, insider management, board governance, registered agent services and regulatory filing solutions. Clients use our software to assist them with the administration, governance and compliance of over 250,000 legal entities across more than 160 jurisdictions. Leading companies from all market segments look to our team of governance specialists for proactive ways to stay compliant and minimize risk in an ever increasing regulatory environment.


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Azeus Convene’s digital meeting platform and app, has been helping boards with better governance since 2012. Convene offers everything you need to run productive meetings, from planning to approving minutes, on the device of your choice, without compromising on security. With its intuitive user experience, cross-platform compatibility, and quick learning curve, Convene has become the sustainable meeting platform of choice for companies across industries in over 70 countries.

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Diligent is a leading provider of secure corporate governance and collaboration solutions for boards and senior executives. Over 4,700 customers in more than 75 countries and on all seven continents rely on Diligent to provide secure, intuitive access to their most time-sensitive and confidential information, ultimately helping them make better decisions. The Diligent Boards (formerly Diligent Boardbooks) solution speeds and simplifies how board materials are produced, delivered and collaborated on via any device, removing the security concerns of doing this by courier, email and file sharing.

Blueprint OneWorld is a global web-based entity management and corporate governance solution, allowing you to access and manage your corporate compliance data 24/7, anytime, anywhere. With more than 25 years of experience, thousands of users worldwide, across every conceivable industry, our client base features many of the largest companies in the world. Our commitment to providing highly secure and integrated solutions is the reason why many FTSE 100, FORTUNE 500, EURONEXT 100, ASX 50 trust us to manage their corporate information to deliver good governance.

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Jordans is now part of Vistra, a leading global player with expert industry knowledge and location specialists in over 46 jurisdictions. Vistra has a deep understanding of the professional worlds of its clients and a proven track record of offering highly tailored solutions, providing the people, processes and products that help its clients get the most from their international business.


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