An Urgent Need To Put The 'Value' Into FTSE 350 Boardroom Evaluation
Britain is in the midst of a serious rethink on the principles of corporate governance designed to promote integrity and transparency at the heart of its businesses. The Financial Reporting Council (FRC), whose remit that is, launched a consultation including a revised draft code, last year which closes this coming week - on Wednesday February 28th. The FRC says it expects a "bumper bag" of responses. But how many of them will concern boardroom evaluation ?
Because it is high time that it is recognised that much of what passes as boardroom evaluation in the FTSE 350 is an exaggerated form of corporate genuflection in return for lavish fees and a box ticked for an annual report. Despite efforts made from time to time over the years to demand a code for boardroom evaluation (covered by me on Board Talk) it remains as elusive as the definition of "conflict of interest" to many who work in the field.
As for chairmen, they often like a long-established familiarity with those to whom they allow access, whether they are executive search firms or board evaluation advisers - and sometimes the two are even one and the same. This sets up a cycle of perpetuity, otherwise known as a vicious circle.
If you think I exaggerate, let's begin with the ill-fated Carillion, Britain's second-biggest construction company. Its annual report 2016 reveals in the governance section that the evaluation of the board was conducted by City adviser Lintstock (which appears to have four partners, all male).
The review concluded that “the board, each of its committees and the directors continue to be highly effective”. Some of the key strengths highlighted by the 2016 evaluation apparently “included board composition and expertise” and “the board’s approach to risk management and internal control”. The Sunday Times's Prufrock noted the high marks given to the directors. But does anyone else - including the clients listed on the Linstock website - care at the fees paid out and the services rendered ?
Pension deficits come to mind when it turns out money is squandered in multiple ways.
It is rare for the media to look at who conducts boardroom evaluations, probably because it would mean looking closely at the governance section of the company's annual report. In October 2014 I wrote a piece on Forbes headlined Tesco's Meltdown Shines a Light On Board Evaluation which appears to have attracted some attention.
Just as for years UK government ministers shook their heads wondering why it was so hard to improve female numbers among non-executive directors in plc boardrooms but didn't stop to think it could be linked in part to the executive search consultants and the process, so too it would seem that boardroom evaluation does not get challenged for one simple reason. Many of those involved have relationships that are mutually beneficial and so it is easier for it to remain as it is.
As I mention in the piece on Forbes from 2014, institutional investors were already getting exercised about board evaluation as an essential tool for better corporate governance and succession planning.
Since then, Sacha Sadan, director of corporate governance at Legal & General Investment Management (LGIM) has been among those more vocal about the need for reform. He recently wrote a piece in the Financial Times under the headline: Carillion's collapse exposes deep corporate governance failings.
In it, he writes of board evaluations (or board effectiveness reviews as they are now often called) that do not involve observing boards in action but simply filling in a questionnaire. "Such an approach often yields a self-congratulatory conclusion" writes Mr Sadan.
The value of LGIM's own guiding principles for board effectiveness reviews is clearly not enough. Because I got that link from the Linstock website, bizarrely as you will see, the only link under 'publications' - for the rest of their own publications, you have to ask them.
(I used "corporate genuflection" earlier. Having grown up in the United States, I was exposed to the legacy of Tom Lehrer and the epic 'The Vatican Rag'. Having planned to write a piece this evening but not dwelt on it, my morning began with an improbable mental connection and I hope you enjoy it as much as I did.)
This seems like a good place to insert the cartoon from the Sunday Twitter tradition of corporate governance cartoons, kept going with the help of international #CorpGov Twitter buddies Nell Minow @nminow in the US and Carlos Barsallo @barsallocarlos in Panama. We found each other by accident and we cover the time zones fairly welI together. I am frankly amazed there is still an appetite for these cartoons after years - it speaks volumes.
Speaking of elephants in boardrooms and websites of those who evaluate them, I do this safe in the knowledge that even the UK government has resorted to naming and shaming (on all-male boards, on minimum wage etc) to get change.
I was appalled to find the following on the website of a business that not only successfully does boardroom evaluations/effectiveness reviews - but was also being marketed on Twitter on Friday by the Institute of Directors.
Free #socialmedia advice : don't RT on Twitter if you haven't opened the link you are retweeting and don't promote without due diligence for credibility. I would have thought that was PR 101 in 2018.
The (digitally insecure) website of this business says (verbatim including spelling please note):
"Culture first: A Board sets the right culture which should be aligned to the right strategic goals designed to deliver a sustainable business while interacting appropriately with all stakeholders.
In reality: A Board Evalaution (sic) is a cathartic experience that allows the whole Board to talk freely and safely with Sharon, who objectively creates the picture and practical ideas to address gaps and addresses this with the Chairman and the Board. There are always nuggets to be gained with short term and longer term benefits evident. The evaluation outcomes and work with the Company Secretary support the embedding of effectiveness changes that make real differences to overall board behaviour and organisational culture.
Recent Observations: Recent work with a number of large company Boards has evidenced that however there is usually a high presence of IQ in the Boardroom; the balance of EQ is not always as prevalent as is needed for effective outcomes.
And, at the end (copied and pasted)
Sharon Constancon is a finalist for Dr Neville Bain Memorial Award for the Chartered Director that has delivered outstanding achievements in the field of corporate goverannce and organisational direction.
At the very least, and in the wake of Brexit, I think we need those who can sell themselves to FTSE 350 boardrooms - and to the IOD for promotion - to be able to spell. In English, not an EU language.
The FRC said it was expecting a "bumper bag" on responses to its consultation on the corporate governance code. If you feel strongly, make sure you get it in before end of play on Wednesday and thank you for reading.
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