32 years after the Cadbury Report defined modern corporate governance rules, corporate scandals continue to happen. Another version of the Corporate Governance Code came out in January with yet more minor changes. Why isn’t corporate governance working and why do corporate failures keep happening? Growing frustration is leading to demands for ever more regulation, but we’ve actually already got the benefits from good governance. Added pressure...
Risk simply means that we are not sure about what will happen in the future. If you know everything about the future, you haven’t got any risk. However, if you are mortal like the rest of us you are constantly wrestling with what might, or might not happen, in the future. That’s risk. Then you think about what you might do to influence or respond to the future event. That’s risk management. Risk management isn’t about having a risk committee or...
At the very last minute the Insolvency Service, acting for the UK Government, has just abandoned disqualification proceedings against five former non-executive directors of Carillion, which collapsed in 2018. This is a massive relief, not just to those individuals, but to the whole non-exec community as it would have put full responsibility on all non-execs and audit committees to detect and stop hidden executive misconduct. Three ex-Carillion...
A new academic study (1) is challenging one of the central policies of gender diversity -boardroom quotas for women. They have been the central plank of the push for diversity in business, not just to promote more diversity in the boardroom, but also to encourage it below the board. This study challenges this. It argues(2) that mandating more females on boards actually reduces diversity, because men don’t like them and take revenge on other...
A company with just £24m annual revenue goes bankrupt with £1.9 bn of debts and a further £0.6m financing commitments. It made two appallingly large and risky investments that, not surprisingly, went disastrously wrong. It should have made national headlines amid demands for prosecutions and disbarments, as well as calls to tighten company law and the Corporate Governance Code. Except that it isn’t a company. It’s a local authority, Woking...
Business is plagued these days with academic studies that come up with sensational conclusions, usually based on statistical regression. Many seek - and often get - wide media coverage if their claims are wild enough. To experienced business people, these reports usually draw a wry smile. If having greener policies or more diversity or better governance really were such sure drivers of financial success, life would indeed be easy. However, I...
In case any of us forget the importance of good corporate governance, have a look at the administrator John Jay III’s declaration* on the collapse of FTX, a company once valued at $32 billion. The governance was so bad, you might smile at some of this, but remember that a vast number of people have lost a lot of money. I’ve added a few signposts for each quotation from the report, and a few conclusions at the end: A damming summary; “Nearly...
Making better decisions is the holy grail of the boardroom. Corporate governance is full of rules and procedures, but very little on actual decision-making. There is however considerable academic discussion of good decision-making. A really interesting example of this was published by Stanford Graduate School of Business in their ‘All Else Equal’ series: ‘The Path to Good Decisions Starts with Data’. Their basic tenet is pretty unarguable: Good...
Lucy Tobin’s article in the Evening Standard drew my eye. Share buy-backs have always seemed to be controversial amongst commentators in the UK, and this article is yet another to criticise them. Let’s look at the arguments being used and see if they stand up to scrutiny. Why do buybacks? The Evening standard claims: ‘Buybacks ostensibly come about because a company believes it is a great investment, its shares are cheap and it’s an excellent...
You’ve just seen a report that concludes what you ‘already knew’. Maybe it’s that having more diversity on a board increases profit, or that eating butter causes heart disease, or that first born children make better CEOs. You pass on, feeling suitably confirmed in your world view. But how reliable is that conclusion? Perhaps, like me, you are not a statistician, so you feel you can’t challenge the complex mathematics? How does a lay person...
https://www.piworld.co.uk/education-videos/piworld-interview-with-simon-laffin-secrets-of-the-boardroom-what-every-investor-should-know/
I joined the board of Northern Rock a month after it suffered its humiliating run featuring long queues of anxious savers. This was my first non-executive role, despite having been a FTSE 100 Finance Director for ten years. As I sat in the board, surrounded by worried-looking bankers and lawyers, I realised how much I didn’t know about being a rounded board director. Too many directors are appointed with little or no board-specific education....
“Fears over Morrisons estate being sold on cheap…The shops, warehouses and factories owned by Wm Morrisons could be worth almost £9 billion – double the value the supermarket chain believes they are worth, raising concerns that a buyout firm could seize the assets on the cheap.” – Times 7 July 2021 So what is the value of Morrisons property portfolio and should this inflate the price that bidders pay for the company? Morrisons balance sheet...
How do we improve corporate performance and avoid more corporate failures? The government is clear: We need more regulation. ‘Restoring trust in audit and corporate governance’ is the promise of the current white paper, whose consultation period ends on 8 July. It’s an extensive list of some 90 new regulations; ranging from mandating joint audits, new company disclosures, increased director accountability to stretching regulation to many more...
There is a lot of discussion at the moment about the legacy of Sir Ken Morrison and whether would have approved of a private equity bid for his company. I got to know Sir Ken during his protracted takeover of Safeway (where I was CFO), so it is worth revisiting his legacy. Sir Ken's career is sometimes viewed as 50 years of success, until at 73 he led the 2004 Safeway acquisition followed by four difficult years until retirement. He built up a...
Two successes from the pandemic have been the ‘Recovery’ treatment trials and new vaccines. Medical experts suggested possible options, tested each in blind trials, with the most successful treatments (such as dexamethasone) identified and rolled out globally, and changes made with real-life experience. Millions of lives are being saved thanks to evidence-based medicine. Fortunately, the medical profession didn’t commission inquiries to find...
A ‘government source’ is quoted in the Times (25 May 2021), trying to defend the government against accusations that it failed to prepare adequately for the pandemic: “The reason we prepared for flu is because we have flu epidemics every year. The idea that you prioritise what’s least likely to happen is for the birds. This was a novel virus. The clue’s in the name…we didn’t know that it was asymptomatic. It’s very difficult to prepare for...
https://youtu.be/oNJetz62YMY
https://www.youtube.com/watch?v=s9SPeJOdQnI
Tesco has proudly announced that it is the first UK retailer to offer sustainability-linked supply chain finance. That sounds great, well done Tesco! But wait a moment. What does this really mean? Supply chain finance is used when a company takes so long to pay its suppliers that they have to borrow money to finance themselves. Suppliers can borrow against the amount of money that Tesco owes them, but of course, the suppliers have to pay the...
https://youtu.be/yEAbWFW7N0A
So the Bank of England has cut interest rates again, to 0.25%, as ‘the outlook for growth in the short to medium term has weakened markedly’. It is also pumping £70bn new money into the financial sector, that is ‘monetary easing’ or ‘printing money’. Meanwhile, the government is denouncing businesses for running deficits on their pension schemes. These two, apparently unconnected, events are very much two sides of the same newly minted...
A fascinating piece of academic business research1 was posted on Linkedin. Not normally an aficionado of academic papers2, I couldn’t resist reading it. The title ‘Role of Old Boys’ Network and Regulatory Approaches in the Selection Process for Female Directors’ lured me in. It promised fascinating research into gender diversity on boards, something I am passionate about. Now I don’t suppose they have a Trade Descriptions Act on academic...
Tesco, like Dominic Cummings, has a home in Durham, but not in Barnard Castle. Also, like the No10 guru, Tesco has come in for a lot of criticism about its application of the pandemic rules. It is banking £532m COVID-19 full year rates rebate, despite actually benefiting in many ways from the lockdown. As a result, it is now paying a bumper dividend up 21%. Is Tesco as short-sighted as Cummings? There are not many companies at the moment in the...
If there’s one topic that is almost guaranteed to quieten a board meeting, it’s when the CFO starts proposing that the company takes out a hedge. This is a very complex area of financial management and almost no-one understands them, and even fewer want to admit it1. Typically, the proposal is couched in obscure technical language, usually inspired by clever bankers, who outdo themselves to devise ever more complex devices and jargon. However,...
I travelled from Tashkent to Moscow on an Aeroflot Ilyushin 86 in the early 1980s. The seats were basic metal framed deckchairs, screwed to the floor1. Why don’t airlines nowadays use simple deckchairs on airplanes, instead of very heavy, crash-resistant ones? The fuel saving alone would be enormous and the temptation, especially to low cost carriers, must seem overwhelming. The answer is obvious, I hear you say; safety. But airlines spend...
The much-awaited Brydon Report was published just before Christmas. It didn’t get much publicity, as the festive season proved more alluring than yet another long report and profusion of recommendations on corporate governance. In a sense, this was a pity as this ambitious report contained over 60 wide-ranging recommendations that would have considerable impact on auditors and boards. It also needs to be seen as part of an avalanche of changes...
“Want Higher Profits? Hire a Female CEO, CFO” The article headline caught my eye. Aren’t we all looking for a magic ingredient that can guarantee financial success? I think that women are disadvantaged and undervalued in business. And this doesn’t have to be the case. The last CEO I appointed was a woman – in a male-dominated industry – and the last board I chaired had a majority of female directors. So, I read this article with great...
I am responding to the request from the Government for views on the recommendations by the Competition and Markets Authority on the market for Statutory Audit Services. This submission is made in a purely personal capacity. Over the last 25 years, I have been chairman or director of ten different companies, from small privately owned to FTSE100, participating in over 200 audit committee meetings. I have never worked for an auditing firm, big or...
What if the government insisted that every time you bought a tin of Heinz baked beans, you had to buy at least half a tin of Crosse & Blackwell ones too? You would have to explain to the grocery regulator why you chose Heinz, and if it thought that your choice was the wrong one it would mandate you to buy differently, publicly shame you and even take control of your grocery shopping as a punishment. You might not feel so great about it, but...
Storm clouds are gathering over the audit market. Government, politicians, media and regulators are all queueing up to condemn companies and auditors over the few, but well-publicised, failures of certain companies. Lack of knowledge about the audit process is no bar to these opinion-formers. Meanwhile industry bodies are supine in defending business and signally failing to provide the missing knowledge as to what actually happens and what went...
The FRC has set out new proposals for more corporate governance regulation (the Wates Report) for large private companies. This is my response to the consultation. Summary High quality regulation should focus on outcomes and provide evidence to support new rules and principles. Both the government and the FRC seem to be impervious to either. The Wates proposals identify neither outcomes nor evidence. They require private companies to disclose...
Imagine that you are worried about your infirm mother and want to make sure that you do everything to protect her. If you adopted typical corporate risk management practice, you would identify a risk that she falls over. You would then calculate the impact (maybe a broken bone) and then identify some mitigations, such as putting some cushions around her bed or installing a handrail. All sensible, but not very through. What if the consequence...
The collapse of Carillion was a tragedy, especially for its 45,000 employees and 25,000 pensioners. In an earlier article, I looked at its last Annual Report to see if there had been clues that could have tipped readers off to the impending catastrophe. Since then, we have had Select Committee hearings and their January 2018 turnaround Business Plan has been released. This now gives quite a bit more colour to understand better what happened and...
Carillion has entered the pantheon of cursed companies following its recent failure. Politicians and the media have worked themselves in another fit of righteous indignation about greedy management and incompetent boards. The search is out for people to blame, shame and even prosecute. Regulators, sensing the flow of the political wind, are climbing on the bandwagon and looking for blood. Non-executive directors are reasonably enough feeling...
Carillion has entered the pantheon of cursed companies following its recent failure. Politicians and the media have worked themselves in another fit of righteous indignation about greedy management and incompetent boards. The search is out for people to blame, shame and even prosecute. Regulators, sensing the flow of the political wind, are climbing on the bandwagon and looking for blood. Non-executive directors are reasonably enough feeling...
I gave a nervous laugh. The headhunter asked me if I would like my first non-executive director role, joining the board of Northern Rock. It was October 2007, a few weeks since the first run on a UK bank for 150 years. Struck by an uncharacteristic sense of adventure, I did indeed agree to serve on the Northern Rock board for the next year, becoming Chair of the Audit Committee, through the various bids, nationalisation and the rebuilding of...
A simple question, I’m sure you’ll reply. Everyone knows that a dividend is money paid to shareholders by a company to reward them for owning its shares. However, a non-executive director needs to know a little more than this, as dividends can prove surprisingly complex. A dividend is a form of shareholder distribution. However it is not the only form of distribution, the main alternative being a share buy-back. I’ll come back to that in...
Whether ‘tis nobler to buy back shares or pay a dividend? Introduction Maybe Hamlet was not so concerned with shareholder distribution, but most modern company directors certainly are. In an earlier article I reviewed why and how companies make shareholder distributions and in particular pay dividends. However there is another form of distribution, the share buy-back. Share buy-backs Companies can purchase their own shares, using cash...
It won’t be long into your first non-executive job when you start to feel as if the executives resent you. It’s okay. You haven’t become paranoid. They really do resent you. Why? Being an executive director is a tough job. You work all the hours that the Working Time directive allows, then you opt out and work some more. The market is very tough and competitive, and you end up making numerous difficult decisions. You do this for a couple of...
I’m going to take a wild guess here, that the least favourite part of a typical NED role is setting executive remuneration. To the media, and now even the government, it appears that NEDs love nothing more than awarding large pay increases, bonuses and pay-offs to executives. It often seems that investors share this perception, and believe that it is only institutional shareholder intervention that can restrain the irrational generosity...
“I want to see changes in the way that big business is governed. The people who run big businesses are supposed to be accountable to outsiders, to non-executive directors who are supposed to ask the difficult questions, think about the long-term and defend the interests of shareholders. “In practice, they are drawn from the same, narrow social and professional circles as the executive team and – as we have seen time and time again – the...
People are only human. Occasionally they fall in love with other people. Ideally, the ‘other person’ works elsewhere, but sometimes the two work together. Many executives will have come across co-workers, who are in a relationship. This knowledge can vary from being a matter of mild interest to one of real discomfort. I had a boss once who was having an affair with their deputy in our small team. It was very uncomfortable most of the time, but...
The company was in financial difficulties, as changing market conditions had seriously exposed the misplaced strategy. There was however no suggestion that anything improper had gone on. The external auditors were high quality, and there was a competent internal audit team with appropriate risk models. Yet something didn’t feel right. Whilst the strategy had failings, the execution must also have been wrong, yet none of the KPI’s showed...
In previous articles, I covered how a board should react to an unsolicited approach or offer for the company, how it would value it, valuing shares versus cash offers, whether it’s friendly, unfriendly or hostile, and irrevocable commitments. Here, I am going to look at the different sorts of offers that you might receive as a board and how you might respond. The ‘knock-out’ offer This is an offer that you think is so good, that you and your...
My earlier article talked about how a board should respond to an unsolicited approach for the company. This looked at a straight-forward offer that the board has to review and accept or reject. However it’s not always so easy, as much depends on the attitude and tactics of the offeror. The chairman of one of my competitors, calling out of the blue, explained that they were about to offer for my company. They had already spoken to my two biggest...
I was having a good day, sitting in my office sorting a few things out. Then, late afternoon, the phone rang. It was the Chairman of one of our competitors. I hadn’t spoken to him before, but this was no comfort, as he revealed that they were about to make an offer for my company. As a non-executive, the first you may hear of an approach like this is when an urgent board meeting is called. There will probably be bankers, possibly lawyers too,...
The board is contemplating an equity raise. The brokers and CFO talk in respectful terms about preserving pre-emption rights and what this means for how they raise the new capital. Maybe you, as a new non-exec, are sitting there wondering what is this all about and why is it so important? However all directors should understand these issues, particularly as shareholders take this very seriously, and may well hold the whole board to account on...
Companies differ very much in their attitude to the importance of cash. If a business is private equity owned, highly geared (ie has a lot of debt) or has not a lot of headroom against its overdraft or debt covenants, it is likely to be very focussed on cash. Others, especially subsidiary boards, may look almost exclusively at profit. All boards should take cash very seriously. This is because profit is a theoretical concept, whereas you can...
One mistake that non-financial people often make is to assume that financial people both know what they are talking about and understand all the financial issues. Once you realise that neither of these may be true, you will feel less cowed by financial jargon and able to participate more freely. I have twice in my career come across toxic derivatives held by companies that the financial team believed to be sensible and prudent. The other board...
Grant Thornton has just published a Report comparing the effect on corporate return on assets (ROA) of having women on an executive board across three countries (UK, US and India). It concludes that such diverse boards cause companies to perform “Materially better”. The report quantifies the economic benefit from having more women executives on boards as “a staggering $655 billion”, boosting GDP by 3%. Now that’s some benefit just from changing...
There’s a saying in aviation: ‘Never fly in the same cockpit with someone braver than you’. Risk management for a pilot is literally a matter of life and death. Have you ever asked yourself whether you would share a boardroom table with executives braver than you are? Company risks are often presented as long shopping lists; each with a reassuring comment, about how it’s unlikely but that it’s covered off. A typical audit committee, and now the...
The popular image of a pilot is of a dashing hero, who pulls off amazing feats of skill to save his aircraft from imminent disaster. However, in reality, what airlines value most in pilots is keeping to procedures and operating according to checklists, acting with defined responses to various planned and unplanned events. That’s not to deny that pilots possess considerable skills and knowledge. It’s just that these are best deployed in known...
The basic model of commercial aviation is a thin tube of highly pressurised metal being propelled at 600 miles per hour by inflammable fuel at 35,000 feet in all weathers at temperatures of -57 degrees. So have you ever wondered how aviation got to be one of the safest forms of transport, despite being inherently full of such potentially catastrophic risks? On the other hand, the average boardroom, comfortably at 20 degrees, often going...
What drives corporate governance regulation? Is it media focus, political pressure, or a need to ’do something’? Or is it sound analysis leading to thoughtful prescriptions? I suspect that pretty much everyone accepts that the answer is somewhere in the former list. Why does it have to be like this? Evidence-based medicine is a well-established movement in health care. Even the UK Government published a White Paper in 1999 (“Modernising...
You’ve done your due diligence, you’re happy with the company and you’ve received a Letter of Appointment to become an NED. After a modest (it is only a non- exec after all) celebration, sit down and look carefully at what’s in the detail of the Offer before you accept it. 1. Time commitment: The Letter will say to which committees you have been appointed and the fee payable. Most public companies will pay a fee for chairing a committee. You...
I gave a nervous laugh. The headhunter had just suggested that I could start my non-executive career by joining Northern Rock. Why would I want to join the board of a bank suffering a run, the first British bank for over a hundred years to experience one? NED appointments are not for life, but they are generally expected to last two terms of three years, and any less will leave you permanently having to explain why not. You can’t easily take...
I’ve sat through many NED interviews, on both sides of the table, learning a lot about how they work and how to conduct them. I have not yet discovered the secret to identifying the ideal NED director nor to getting selected myself every time. Here are a few notes, however, to help first time candidates get the feel of what to expect. An NED interview is not like an executive one. The focus is not whether you can do the job, but about whether...
Induction Programme You should have some form of induction programme. However, rather than leave it to the Company Secretary, it will be a better and more comprehensive one if you take control of it. Unless you’ve already met them in your induction programme, you should meet the following; The executive/operating board members. The chances are that they will all be very upbeat and positive to you (whatever their private views), but you should...
Famously, in 2008, the Queen asked economists why no-one saw the great financial crisis coming, not least as they were giving her a full retrospective inquest into why it happened1. She might well ask the same question again now about the COVID-19 pandemic. Of course, some commentators did predict the likelihood of a similar pandemic. Bill Gates, not a renowned epidemiologist, in 2015 said; “If anything kills over 10 million people in the next...
Right Reverend Host: “I’m afraid you’ve got a bad Egg, Mr Jones!” The Curate: “Oh no, my Lord, I assure you! Parts of it are excellent!” A ‘curate’s egg’ was originally something that is described as having good parts purely out of politeness, but nowadays, is taken as something that is good in parts. Perhaps this is an apt description of the Brydon Report, set up by the government to be a fast review of auditing and governance in the...
Corporate Governance
Economics
Notes From A NED