Myners briefing on Governance at the Co-op - working class barred from the Board?

Wolf - step away from the door...

A corporate governance story that will echo in the eternity of MBA classes for years to come, the unravelling of the UK's Co-operative Group from the benign grocer-cum-divvy machine into a ying and yang shotgun conglomerate of opposites is proving to be a watershed moment for UK plc, with stakeholders attempting to balance myriad legal, political and ideological considerations in order to both keep the wolf from the door, and preserve the principle of mutuality for its membership.

There are no surprises that the crux of the Group's issues lies in its banking arm, nor that being acquisitive during the financial crisis (here, here and here) has proven to be poor strategy. Keeping the wolf from the door has therefore largely been delivered through the tried and tested combination of begging and borrowing, which the recently departed CEO appears to have delivered with some aplomb.

Governance structures
- choices choices...

However, the Group's hiring of Paul Myners back in December, a man with an extensive collection of t-shirts and hats, to independently review its governance arrangements, seems likely to deliver to the membership a menu of choices as unpalatable as a Sunday skip-dip.

Lord Myners has hurriedly delivered a briefing on his findings to-date, as well as performed some mainstream media duties (here and here), following the Group CEO's resignation last week. This early sighter was seemingly unscheduled, but the manner of the CEO's departure ("a tragedy" in Myners' words) meant that his findings to-date could not wait until May for its full publication date.

Myners has therefore naturally delivered a ruthless and scathing take-down of the governance structure and processes within the Co-operative, while calling out the Board member who are clearly well schooled in how to game the system, as well as the playground tactics/rabbit-in-a-hat tricks that turn "one-man-one-vote" into "one hundred men-all votes"!

Killer quotes

• The group endures a significant "democratic deficit"
• The future of my recommendations lies in the hands of around 100 elected individuals on the current Group and Regional boards, few of whom have any serious business experience and many of whom are drawing material financial benefits from their positions
• There is a phrase frequently used in Co-operative Group circles that the Executive should be "on tap but not on top"
• ...the Group Board has spent far too much time on transactions such as Somerfield and Britannia which have been breathtakingly value-destructive

Observations

• The "exceptional skill and tireless efforts" of the Executive team are cited as the reason for the Group's survival in its current form
• The current governance framework is variously referred to as "flawed", suffering from "acute systemic weaknesses" and having "consistently produced governors without the necessary qualifications and experience to provide effective Board leadership". Ouch...
• That the Groups social goals are not aligned with its strategic and commercial objectives. This is of course less of a worry for its financial services competitors.
• The the Group's "massive scale and complexity" means that a man-off-the-street approach to electing Board members, which may be sufficient for a farmer/grocer co-op, is not suitable.
• Shatters the "myth" that the Group has always been run by lay members, as opposed to those with commercial experience.
• The thought of creating a board of INEDs and lay members is disregarded due to the potential for creating "second-class citizenship"
• Highlights that Co-op's core business of groceries is savagely competitive at the moment (just look at Morrison's and Sainsbury's), so continued ineffective governance could be devastating
• Notes that there have been previously (disregarded) reviews of its governance architecture, which is "long known for its labyrinthine complexity and its disfunctionality"
• Stresses that, due to the current voting structure, acceptance of  his recommendations "...potentially lie[s] in the hands of fewer than 50 elected members". It sounds like they haven't been shy to remind him of that either!

Recommendations

• Halve the size of the Group Board, which will be subject to annual re-election
• Independent Chair, with no previous association with Co-op
• 6-7 INEDs and 2 Executive Directors
• All with qualifications of a similar ilk to its (listed) competitors
• Create a National Membership Council (NMC), with a 12-person executive committee to effectively represent the membership and co-operative principles and values
• The Board to be subject to scrutiny by the NMC, who have the right to be consulted on "key strategic and operational intiatives"
• "Arrangements" to be made to safeguard the confidentiality of information shared between the Board and the NMC (certainly not the case with current arrangements!)

The entire document feels drenched in class warfare and spectrum politics. That rather hideous take from the existing Board on their executive team ("on tap, but not on top") feels like the inspiration of Myners' recommendation for a professionalised, appointed Board, rather than the beer and sandwich brigade which currently exists.

That said, there is thought on the left-wing (here and here) who feel that mutuality and co-operation should remain unsullied by the commercial world, who remain unable to affect much in the way of democratic change in Boardrooms even after the raft of FRC-sponsored guidance released over the last couple of years (though PIRC are trying!). Is one failed attempt to democratise stakeholders best replaced by cherry-picking from a similarly deficient model?

On the basis that I have banged the drum for background diversity in Boardrooms (not just gender or race), and the existing Co-op Board is "diverse" in that respect, I'm left to wonder if I've been barking up the wrong tree. The Board delivered by their existing process is neither fit nor proper, and are able to outmanouevre their executive compatriots armed with little more than a working knowledge of provincial politics and a polyester suit.

Should we therefore use the grey-area of "fit and proper" regulation to ban the contract plasterers, nurses and retired publishers of the world from financial service provider Boardrooms on the basis that they don't have an MBA, and count with their fingers? Or can one make a valid contribution to a financial services Board of directors regardless of the colour of their collar?

Board Diversity - should gender and ethnicity have a quota?

Having seen a few snippets in quick succession on the matter, I figured it was as good a time as any to revisit Board Diversity, the gift that keeps on giving...headaches to Legal, Compliance and Company Secretarial departments all over Europe!

My initial interest in the matter was piqued by the potential dichotomy between having a Board that was "Fit and Proper" in the context of Solvency II or indeed the myriad Corporate Governance Codes within Europe, and the simultaneous push within the EU for setting quotas for a minimum percentage of female representatives on Boards.

Certainly a couple of years back, it looked like companies may be faced with a choice of meeting any gender quota (but with a Board that was not "Fit and Proper", if only due to lack of Board-level exposure and experience), or simply thumbing their noses at the quotas. The UK's current informal approach recommended by Lord Davies suggests that, while progress is being made on the gender front specifically, there is no danger of radical positive discrimination in order to meet a quota, regardless of who sets it.

I have therefore rather caustically covered the topic on previous posts (here, here and here) due to the hijacking of the word "diversity" as actually meaning "gender diversity" - seulement! There is evidently nowhere near enough working class (or working class origin) representation on plc Boards, not to mention ethnicity, disabilities and people who have served coal-face time in not-for-profit or charitable sectors - do they get a quota too?

All levity aside, there are rumblings from the UK Labour party that perhaps gender isn't the only quota worth talking about, floating the idea of ethnic quotas should they be elected next year. Bearing in mind the shamefully unrepresentative gender and ethnic make-up of the British members of parliament, and the triteness of his leader's behaviour when white-bloke hunting at PMQs the other week, he may wish to turn his attentions closer to home. That said, if the diversity debate has broken out of its gender-soaked malaise, it is cause to celebrate.

Dude? You're barred...

InsuranceERM have (unwittingly?) helped to perpetuate the idea of "diversity" being a debate that is overwhelmingly about gender in a recent round-table centred on how the Insurance industry "...can become more reflective of society" - which had no dudes in attendance!

While I certainly wouldn't argue that Insurance was, is, and will continue to be the "domain of the white male" for the foreseeable future, can that be remedied by excluding said males from a conversation on inclusivity of all things?

While the conventional pros and cons were discussed about Golden Skirt-style quotas, mandatory shortlisting of women for senior positions and mentoring, the child-rearing-sized elephant in the room was also tabled. The prevailing opinion seemed to be that it is encumbent on both employers and women to do a bit more during that phase of life to maintain career progression.

Had my two cents been sought (heaven forbid!), I would have added the "H" bomb into the mix. As a husband who works in another country from my family home, I personally offer an additional constraint to my wife's career every single working day, and one thing which won't change between generations is that one partner generally has to "take one for the team". Do the significant others of UK plc realistically provide more of a constraint on career development than any of the factors discussed by the InsuranceERM panel?

I would also have referenced Britain's blue-rinsed demographic timebomb, caring for infirm relatives, in this context, a job that most men manage to avoid, even when it's their parents! I have no first hand experience on the matter, so am reluctant to do more than float the idea, particularly when high-achieving female talent may have the means to outsource such activity.

Progress on the diversity issue therefore remains clunky, piecemeal and gender-obsessed. With every Lloyds (voluntarily?) taking the initiative, there is a Glencore or LSE who manages to clear the decks!

I certainly hope to see some progress on the gender percentage front soon, if only to hit a target so that we may switch the debate back to genuine diversity. With the topic gaining traction across the pond, maybe we won't have to wait too long.

Central Bank of Ireland - Corporate Governance Code refresh

The Irish approach to corporate governance in financial services, at least up until the onset of the financial crisis in 2006/07, resembled something of an all-you-can-grasp buffet for a select number of executive golf club pals and octogenarian ex-politico Non-Executive Directors (NEDs), having their voting arms operated a la Weekend at Bernies.

Ireland pre-2007 - Waking NED?

The new FSA-flavoured approach brought in by Matthew Elderfield in 2009 (elaborated on here) fortified by the findings of a devastating 2011 report summarising the truly horrid governance practices in the Irish banking industry, has led to a change of regulatory tack at the Central Bank of Ireland that represents the biggest volte-face in Europe since the Macarena.

Alongside PRISM, a piece of revolutionary work in the assessment of financial institutions by supervisory bodies, the CBoI also made substantial changes in areas such as Annual Compliance Statements, Fitness and Probity of directors, Risk Appetite Statements.

All of this ran off the back of Mr Elderfield's first major gig in 2010, a full revamp of the Corporate Governance Code, which could hitch a ride off the back of the work of the FSA and CEIOPS (at the time!) and deliver a more substantial suite of obligations to a cabal of directors who, after feasting on carrots for years, desperately needed the stick.

This makes the release of yesterday's consultation on the Corporate Governance code a touch baffling, as the ink is barely dry on 2010's effort - it perhaps reflects that the regulator has reached optimum staffing levels if they can review it so regularly! Having said that, the level of divergence from accepted CG practices in the UK was flagged by Grant Thornton back in 2011 as being substantial, so a point-in-time revamp should not be so unwelcome, regardless of the proximity to the last one, and of course, all of this activity was too late to prevent Quinn Insurance from going down.

They emphasise that this review takes into account developments in the Solvency II space, as well as on-the-ground experience and publications from other parties of interest. Of particular note was their emphasis that, where national regulations are not as stringent as relevant EU or international one (or indeed vice versa?), the most onerous one should be complied with. In a number of instances around corporate governance, this will mean the CBoI outranking Solvency II as the more onerous of the two!

While these are proposals rather than stitched-on changes at this point, the CBoI doesn't have a great track record for backtracking these days. Highlights for me were;

Risk Committees

• Require a majority of NEDs on Risk Committees, and must be chaired by a NED

Committees in general

• Require the Risk Committee and Audit Committee chairs to sit on each other's committees
• Require the Remuneration Committee chair to sit on the Risk Committee
• In High Impact firms, the Risk Committee and Audit Committee Chair may not be the same person
• Must be at least 3 members of Risk Committees and Audit Committees

Chief Risk Officers

• They note that it is "Generally accepted best practice" to have a CRO who, amongst other tasks, is charged with "...facilitating risk appetite setting by the Board". In addition;
• All "High Impact" firms will be required to appoint a specialist CRO
• Firms with a lower PRISM rating may have a CRO who is shared with another control function, "...provided that there is no conflict of interest between the two roles". Can't help but feel that this might rule out CRO/Chief Actuary dual roles, but allows for CRO/Head of Compliance and CRO/Head of Internal Audit, which would be to the chagrin of the Society of Actuaries in Ireland!
• CRO to have direct access to the Chairman of the Board

Board Meeting frequency

• Seem to acknowledge that the compulsory 11 meetings per year for High Impact firms may be a touch much, so are looking for comments
• Also acknowledge that compulsory 1 meeting per calendar quarter is a bit constrictive for the smaller firms, so may relieve this to be pragmatic

Chairman and CEO

• Some of the restrictions around number of roles held at any one time to be relieved for smaller firms, but seemingly only to populate inter-Group roles.

Board Diversity

• Acknowledges that, while the debate in the EU is gender-centric, that diversity of all types is a worthy target for Boards, but falls short of compelling firms to do anything at national level, choosing to seek comments and wait for the supra-national activity to drive any compulsion. This seems to fit with the thinking of Irish directors published back in 2011 i.e. no "Golden Skirt" quotas.

Random

• "...appropriate Risk Culture" makes its way in (6.3), perhaps cognisant of the FSB's proposals
• Built in a piece which allows for video-conferencing rather than physical attendance at meetings (7.5)
• Board responsibilities updated (13.1)
• Compulsory Board skills matrix (14.9)

ABI update on Board Effectiveness - updates on Diversity and more

The ABI pushed out their Board Effectiveness update recently, which remains thematic rather than broad-brush, so I hoped to take something significant out of it, particularly around Board Diversity, which they have touched on before in a rather clunky manner, reflecting the uncertainty around the topic (specifically the gender element) last year when it was brought to the fore politically by Lord Davies report amongst other works


Diversity - apparently impossible
without symmetry...

 Staggeringly, the terms "Board Diversity" and "Gender Diversity" continue to be interweaved, which flies in the face of recommendations around "diversity of perspective" (p8, then reinforced by Chairs on p18), which of course needn't be constrained by gender any more than class, race, age or all-round Manx rugged handsomeness...maybe not the last one then :-(

That said, the statistics have clearly improved over the year on overall female Board representation, despite some recent high profile FTSE 100 CEO resignations leaving things at the Executive end somewhat less positive. Some benchmarks included on what "good" looks like in the context of disclosures and gender diversity policies, with M&S (what we're doing) and Vedanta (why we can't do it) representing opposite ends of the inclusivity spectrum while remaining concise. Good stuff on examples of gender diversity policies and affirmative action from p31-33 as well.

The ABI have also picked out the trend of using existing relationships with remuneration consultants/auditors to spin-off independent Board evaluation work to, and have recommended that it cease, and be replaced by something more independent (hmmmm, wafer thin market and lack of independence - sound familiar to anyone in IMAP?)

FSA Annual Report and Business Plan - Solvency II coverage

Our friends at the Wharf have had a busy week, throwing out a multitude of paperwork with some nuggets of gold deep within - this post covers their annual report and workplan. Pretty light on Solvency II-specific material to be fair

From the FSA 2012/13 business plan, I noted the following;

• Still talking about transposition from 1st Jan 2013 (p13) - typo, or just written before Solvency 1.5?
• From p32 Insurers should expect "detailed reviews" of their risk management arrangements and internal models; with-profits business reviews from a PRA and FCA angle; underwriting and reserving controls at GI firms; and use of "external tools" in challenging senior management (citing their use of section 166 of the FSMA as an example, but not certain what else they are suggesting).
• As well as standard Solvency II work on L2 and L3 etc, they will conclude their consultations on the FSA handbook transition.
• Special levy for Solvency II will be £25.9m for the next year (and they continue to use their £100-£150m parameters for their overall Solvency II spend, which is liberal at the top end given the £110m figure they mentioned in the SOLPRU document).
• Consultation paper around Solvency II expected out at the end of this month (table on p83)

From the annual report and appendices, the following;

• Reiterates the Jan 1st 2013 date for transposition (p39) - again, I though Solvency 1.5 effectively moved that date to July 1st?
• £23m of Solvency II income booked (p137)
• In their Diversity Report, it would appear that their profile is sadly similar to many firms, being top heavy with blokes and bottom heavy with female administrators (p2). Making some headway on the ethnicity mix though (p8), and getting a little older in aggregate (p14), perhaps a by-product of all of the young bucks leaving to work on Solvency II! Also touches on sexual orientation, religion  and disability, so I highly commend this genuine look at diversity, rather than allowing gender to dominate it.

While they still haven't got to grips with the staff turnover issue, the levels of turnover that most Solvency II projects will be experiencing will be no different, so I suspect throwing more money at the issue wouldn't do much good (which the chief exec effectively said at the Treasury Select Committee in November)- the benefit of this frugality is a lower than expected industry levy, so fair play to them on that.

What is perhaps less convincing is the £150m tag to split the regulator into the PRA and the FCA - that's one expensive axe Hector...

BIS and the future of narrative reporting - two birds, one stone (if you've done your SFCR!)

Piece of good news for the plc insurers amongst us, if not the other sectors, the BIS put out the results of their consultation on narrative reporting for listed entities. Looks like there will be a requirement for a high-level "Strategic Report", which between ORSA executive summaries, RSRs and SFCRs, are probably already written for the Tier 1 companies! More detail on what respondents wanted in this Strategic report is on pages 6-8.

They also had substantial feedback recommending a section in Annual Report and Accounts documents regarding proportions of women on Boards (just discussed in earlier post), as well as our old friend remuneration disclosure.

Of course, anyone who has had the unbridled joy of reading through the Commission's draft Level 2 text will know that between the SFCR and RSR, these kind of disclosures will be de rigeur from 2014, so it remains to be seen how badly the executives get pilloried once they make it easy to gauge their annual package - Aviva's, Standard Life's and Pru's bosses had a good working over this week, and that's with a convoluted presentation style!