26 July 2018 by Peter Swabey
Launching new guidance and a chance to meet members and friends
This is going to be one of those awkward articles. There is an elephant in the room and in this instance it is a stonking great big one!
In the period between when I write this and when it lands on your doormat, the Financial Reporting Council will have published a revised and updated edition of the UK Corporate Governance Code and associated guidance.
We were, of course, hoping that it would be published last week so that we could talk about it in more detail at our conference (of which more anon) but it was not to be and so our discussion of the new code will have to wait for the September magazine. I am sure that there will be plenty to say.
I am really looking forward to seeing what the FRC team have produced. We gave them some feedback on the consultation draft and I hope that this will have been taken on board. But that was around points of detail, sometimes important detail, but detail nonetheless.
In terms of structure, I think that the focus on principles rather than provisions is particularly welcome. As I said in my article about the Wates Corporate Governance Principles for Large Private Companies, ‘it is often argued that it is more difficult to explain how you have applied the principles than it is to say that you have ‘ticked the boxes’ of the provisions and perhaps explained one or two.’
There has been too much corporate governance box ticking on both sides and an explanation of how companies apply he principles of the code will be much more informative and useful.
Our conference on 10–11 July was a great success and I was delighted to meet so many members and friends there. You can take a look at some of the photos or view the highlights on the ICSA website.
Selecting personal highlights from such a fantastic programme is a challenge, but the three that stood out for me were, firstly, the launch of our guidance on board papers, produced in collaboration with Board Intelligence, ‘Effective board reporting’ – on which there is an article from Chris Hodge – and which I think goes to the heart of improving the quality of boardroom decision-making.
Secondly, the sessions on new legislation and regulation, both the statutory instruments creating new reporting obligations on section 172, pay ratios and for large private companies, and the sessions on the revised UK Corporate Governance Code. It was great to hear speaker after speaker referencing ICSA’s close working relationship with BEIS and the FRC and our contribution to the new requirements.
Thirdly was the launch of our guidance on improving charity boardroom behaviours.
Based around the Charity Governance Code’s seven principles of good governance, this guidance translates these principles into suggested boardroom behaviours for trustees, chairs, chief executive officers (CEOs) and governance professionals.
As Louise Thomson, our head of policy (not for profit) commented when launching the guidance, ‘Good governance is about more than just having the right policies, procedures and protocols in place. If the people responsible for leading the charity are ignorant of them, or unable or unwilling to adhere to them, governance falls down.
‘This is why boardroom behaviours and the ethical practices, values and culture of the charity are of equal importance. This guidance provides examples of positive behaviours that should help trustees to make constructive challenge and good decisions that further the charitable objects and lead to positive changes.’
Over the summer, we will be also be working on carrying forward our work on board packs and we look forward to taking this out to members through branch and CPD meetings to get your feedback.
We are also working on the results of the latest Boardroom Bellwether survey, due to be published on 7 August, which looks as though it will bring the usual variety of expected and unexpected results.
Thank you to all those who contributed to these two research exercises. They are important to raising the profile of the ICSA and of the governance role, which in turn raises the professional profile of
Before the next issue, I hope to meet a lot more of you at the special meetings on the proposed Charter and byelaw changes. These are important issues for our Institute and we want to know what you think.
As always, I would be happy to receive any feedback or suggestions as to what the policy team can do on firstname.lastname@example.org – I would especially welcome any ideas for research that would help members in their daily work as we look to define research objectives for 2019.