Thursday 2 March 2017

Corporate governance: all talk, no action?

Today I attended a roundtable discussion billed as "Cadbury 25 Years On". I'm never sure what the purpose of a round table discussion is - indeed, the chair of this one in his closing remarks said "I'm not sure where we go from here." The panel of experts pontificated and various people offered questions and comments from the floor. The audience and panel were overwhelmingly male and middle-aged edging towards elderly, and the panel members and some of the audience who spoke were well known to each other and chuckled about their past connections in a frightfully British sort of elitist manner. It was in many ways rather old-fashioned which chimed well with the observations made that nothing seemed to have changed much since Cadbury.

Which of course isn't true and the lack of recognition of this is stultifying any sensible discussion of future corporate governance policy. Rehearsing yet again the problems of executive remuneration, shareholder engagement and the governance of the investment intermediary chain is not helpful. Companies are global, shareholders are not a homogenous group and not a major source of corporate finance. Corporate reporting needs to be broken out of its statutory shackles and done differently, in a way that makes it relevant to all those with an interest in company activity.  That can then lead to a proper review of corporate governance.

Not being a grandee or connected in any way with the big cheeses on the panel, I couldn't catch the chairman's eye and had to listen to a number of false statements about Cadbury pass uncorrected.

1. Cadbury failed to prevent corporate scandals. That was never the remit or intention of the Cadbury Committee.

2. The Cadbury Committee discussed and abandoned the financial bit of "the financial aspects of corporate governance". Given that a central recommendation was the establishment of audit committees, this seems a very strange assertion. What is the major concern of the audit committee if not financial? I don't think that the person who said this went on to explain what might follow from the assertion but I may have missed something by being cross.

3. The Cadbury Committee was only concerned with issues internal to the company. The whole point of "comply or explain" was to stimulate conversations about the explanations with those outside the company.

There are a great many of these events taking place at the moment, organised by different groups which don't seem to talk to each other and produce, in my view, very little of substance in the way of contributions to corporate governance policy change. The responses to the BEIS corporate governance inquiry were, with one or two notable exceptions, bland and boring. It will be interesting to see whether the Green Paper responses are any more radical but I'm not expecting anything surprising.

However, I have been very cheered by the publication this week of this from The Purposeful Corporation. I haven't yet had a chance to read the whole paper but it appears to take a holistic view, have some intellectual substance and it does make mention of the role of corporate reporting.

Looking round that room today, it occurred to me that we probably don't need more women on boards nearly as much as we need more women influencing corporate governance policy. I don't think an all female panel would have chuckled so much.