Stakeholders should have greater say, urges new code

Companies’ stakeholders will have to engage more with the board and help
influence its governance following the introduction of new corporate governance

A stewardship code, suggested as part of the Walker Review of banking
governance, will be implemented by The Financial Reporting Council across all

The code will encourage institutional investors to become more proactive in
companies’ governance, while the FRC will also look to increase dialogue between
a board and other investors.

Advisers welcomed the plan as important in helping boards put together a
strong governance strategy.

“After all, the principle of comply or explain depends in large measure on
shareholders taking notice of the extent to which their companies account for
themselves if/when their governance differs from the code,” said Richard Wilson,
Ernst & Young audit partner and leader of its independent director

The recommendations were a highlight of its reform for the Combined Code on
Corporate Governance, and comes as a direct response to issues that emerged
during the credit crunch.

It is proposing much greater accountability to shareholders through the
annual re-election of company chairman or the whole board.

Boards should also be externally evaluated at least every three years,
according to the watchdog.

FRC chairman Sir Christopher Hogg said that the FRC had failed to find
widespread failing in corporate governance outside the banking sector but
believes the changes would benefit all businesses.

“The principal lesson of the financial crisis is that those on boards must
think deeply about their individual and collective roles and responsibilities.
The chairman has a vital role to play in ensuring that the executives have
appropriate freedom to manage the business but also accept the importance of
opening themselves to challenge and earning the trust of the whole board. For
their part, the non-executives must have the skills, experience and courage to
provide such challenge.”

Sir Christopher also stressed the need for shareholders to consider the
actions of company boards “seriously”. The FRC will take on the management of
the new code for shareholders on the invitation of government.

The code’s name will also change to the UK Corporate Governance Code.

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