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...
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 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...
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...
“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...
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...
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...
Corporate Governance
Economics
Notes From A NED