Tuesday, 10 December 2013

ICAEW on "overarching principles of corporate governance" - how much is too much?

I hadn't got around to this thought-leadership document from the ICAEW on corporate governance, despite their kind tweet asking for my thoughts, due to the welter of Solvency II activity that started from September.

The premise behind their document seems to be that corporate governance codes are perhaps a touch unwieldy these days, and might benefit from some Google-style "Do No Evil" overarching principles which even the sneakiest, mealiest-mouthed Board member would struggle to justify their (mis)conduct in the context of.

In general, the word 'overarching' makes me want to pull my thinning tufts out. I'm not much of a compliance-ferret, but the thought of Board conduct being so misguided by the corporate governance codes in place in developed countries that we need to refine it another notch is one I couldn't entertain. Certainly, given the importance of holding these people to account, and the level of education and experience a great many of them will have attained, I am inclined to think that 'more is more' rather than 'less'.

The ICAEW paper comes up with 5 overaching principles of corporate governance, centred around;
  1. Leadership
  2. Capability
  3. Accountability
  4. Sustainability 
  5. Integrity
The following parts jumped out at me;
  • That overarching principles should be "aspirational and credible" - feels counter-intuitive.
  • That overarching principles should "think beyond the letter of laws and regulations" - why should they? Laws and regulations, regardless of how badly drafted, capture the kind of corporate recklessness that we would all gladly see consigned to history. Punishment seems to be a bigger issue (i.e. why aren't white collar criminals thrown to the dogs, or captains of industry who are hoist by their own petard immediately banned for life?)
  • The thought of companies explaining links (or gaps) between overarching principles and their actual actions is almost too grubby to contemplate, giving leaders an undeserved shade of grey to support bad governance ("...well, in principle...")
  • That overarching principles should be "...easy for boards and stakeholders to understand". Why should a Board job be easy? Why do people of such talent, education, breeding (?), etc. need to have the words "Don't be an idiot" written for them in crayon? Briefing onesself on the requirements of a national corporate governance code is only beyond a Board member who cannot be ar bothered.
  • That the current UK code, at 18 principles and 28 supporting principles is "...too detailed for most people to remember". That would include me! However, it's only a click away, and is certainly not justification for further refinement.
I definitely sympathise with anyone who has to keep on top of corporate governance code development, particularly in the EU, where pan-European angles bubble up with regularity (here and here for example). That said, just do your job and comply with them!

Given that certain organisational bodies cannot be held to similar standards, yet may be equally significant in the case of UK/Planet Earth plc (Government departments, Private Equity firms, Mutuals/Friendly Societies), I would certainly find it hard to transplant such a layer onto existing requirements for listed entities. If anything, these overrarching principles could be targeted towards the general public in order to help laymen and women understand what areas our current codes are focused on, and why.

I certainly don't see the overarching principles as aiding leaders of business in any other respect that providing another layer of excuse confetti when they need to explain away the next slew of avaricious corporate conduct. I wonder who it's going to be next?

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