As the perfect accoutrement to Mr Elderfield's vigorous approach, the Grant Thornton corporate governance review for 2011 indicated just why the stick has to be larger than the carrot right now.
The review is in the context of Ireland's acceptance of the Corporate Governance code of the UK (still "comply or explain"), supplemented with an "Irish Annex" which aims to discourage the copy-and-paste mentality of listed entity disclosure in their AR&As (good luck with that by the way!).
You will need to register in order to download, but this was my read on the 60 pages of content, which are focused on 35 major Irish-linked companies (some primary listed on the ISEQ, though most are either dual listed or primarily listed elsewhere);
- 19 diverged from director independence requirements in some way
- Compromised independence and lack of majority of INEDs were the most popular divergences
- 7 had their explanations rated as 'uninformative'
- Average NED tenure of over 7 years!
- Percentage of NEDs who appraise their Chairman's performance has actually gone down since 2009 (only two-thirds do)!
- 'All NED' Audit Committee percentage fell since 2009, as well as number with at least one member who has "recent and relevant" financial experience
- Decent result on paper for Risk and Internal Control disclosures, other than detailing weaknesses and any remedial action (around 60% didn't make much, if any, effort).