Wednesday 21 October 2009

Governance reform - issues to watch for

Given that in the next couple of months we will see both the final Walker Review recommendations (and the govt's response to them) and the results of the FRC's latest review of the Combined Code, it could be quite a significant period for governance reform.

Personally, I don't think that Walker will shift much ground from his original recommendations though there may be changes in some areas. Arguably the Code will go through some sizeable changes (in part because of what Walker says). So in the spirit of a sort of "4 Tests for Walker" type preview here are a few areas where I hope the Walker, the FRC and the govt keep their nerve or even go a bit further.

1. A new 'Stewardship code' for institutional investors, and a new role for the FRC in respect of it. I think this is almost certain to go ahead, and this will also mean that the Combined Code loses the section on shareholders. The important question is who has responsibility for it. Obviously I don't think it should be the ISC, so let's hope Walker sticks to his guns and gives it to the FRC.

2. Voting disclosure. It's time to make this mandatory, surely? The arguments against it simply don't stack up. The principle is accepted by most of the market, so making in mandatory would simply vastly improve execution. Standardised, market-wide info is what is required, the voluntary approach hasn't delivered it after several years of trying, so logically it's time for coercion.

3. Annual election of directors. Walker has only gone for annual election of BOFI chairs, so even the ISC takes a more radical position (annual election of committee chairs). I genuinely think investor consensus on this is now shifting to favour annual elections, so I'm hoping that Walker and the FRC recognise this and push a more forward-looking position.

4. Directors' pensions. The recommendation in Walker on directors' pensions is a missed opportunity. There are a number of other issues that can and should be caught by tweaking this recommendation (see the TUC's annual PensionsWatch report for details) and the Code review could also pick them up. This is long overdue and, given the Fred Goodwin experience, surely one the govt would like to crack too.

Now, I'm not being particularly ambitious with my list. We're a long way from the idea of employee or stakeholder representation on boards, for example. But I would have thought that if we can get most of these boxes ticked, or close to it, at least some progress - within the current framework - will have been made.

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