Trust in The Boardroom: A Move Towards Sustainable Governance
Trust in The Boardroom: A Move Towards Sustainable Governance
Trust in The Boardroom: A Move Towards Sustainable Governance
the boardroom
a move towards sustainable governance
2 Trust in the boardroom
Trust in
organisational collapses, loss of business, damage to
public trust, job losses, and even fatalities. These events
must be viewed as failures of corporate governance,
where leaders did not have knowledge of what was
going on or, worse, where they were aware, but failed to
the boardroom
act with integrity.
It is the Board’s responsibility to secure an ethical future Compare this with the fact that only 28 per cent of
for an organisation, and effective corporate governance people say that corporate governance is regularly on the
board agenda and it gives obvious grounds for concern.
should be the vehicle through which Boards do this. After all, the role of the Board is to govern.
Codes can be frustrating and complex but they are in place to help baseline and improve the
Compliance
ethical foundation of organisations, ensuring they are resilient should something go awry.
“
be the most effective way of ensuring a sustainable and future-
proofed operation. However, organisations must ask themselves
whether their approach to corporate governance compliance On many organisation’s websites
Regulation, legal standards and compliance are inevitable is geared towards implementing and supporting the right
we can see compliance statements
behaviours on behalf of the stakeholders (including employees),
when it comes to operational accountability. Regulators or whether they have adopted a ‘because we have to’ approach. that are presented as in alignment
have introduced legislation and minimum standards that Boards need to accept that the regulatory requirements must to specific codes but they are
not be the only consideration, because what looks good on brief, generic and uninformative.
must be adhered to. paper, might not always be sufficient or happening in practice.
This shows that organisations
are, in many cases, just ticking the
compliance box. Or worse, that
they are claiming unachieved levels
A wisely governed organisation of compliance. What we should
approaches compliance with legal advisory be seeing are statements that are “
oversight and considers: clear and specific, with messaging
that is based on genuine sentiment.
Design - consider the architecture of
1 what has to be done;
Carolyn Brown, RSM
Legal Partner
The various new codes, including the 2018 UK Corporate To demonstrate compliance consider
Governance Code, put the relationships between the following:
companies, shareholders and stakeholders at the heart of
Who does Section 172 of the Knowledge is key when it comes to
long-term sustainable growth. We can see a similar trend Companies Act 2006 impact? Processes - having robust processes in place will lay a solid understanding, choosing and implementing
in Section 172 of the Companies Act 2006, which, from Organisations with: foundation so people know what to do. a corporate governance code.
2019, was extended to ‘a duty to promote the success of
the firm’. But in many cases, if not all, these governance A turnover of £36m or above; or Documentation - whilst it might seem onerous, it does Is there a code which must be applied due to
codes only have ‘comply or explain’ enforcement. This
1
help. Having relevant controls, policies and approaches the sector or nature of the organisation?
gives organisations the opportunity to outline how code properly documented leaves little to interpretation and
principles have been applied or explain why not. Arguably, Balance sheet assets above
provides clear instruction in the event of things going 2 Is the infrastructure in place to implement
this does not go far enough and gives organisations and £18m; or
wrong. Risk management is just one part of the corporate the requirements?
Boards an escape route from best practice. It raises the governance agenda and yet 17 per cent of respondents said
question of how effective a piece of regulation can be if you More than 250 employees senior executives in their businesses were either devoting 3 Are the right staff in place to ensure
can simply explain away non-compliance. This puts an even very little attention to risk management, or respondents governance codes are understood?
greater emphasis on the need for organisations to prioritise were unsure as to exactly what was being done.
inherent cultural and behavioural shifts in their search for
4 What are the penalties for failing to meet the codes
effective corporate governance, using these codes and Compliance must also be considered in the context of other and how could this impact the organisation?
“
regulations to frame that thinking. measures that have been introduced such as the Good Work
Plan and Modern Industrial Strategy. These plans have been
This is not to suggest that compliance isn’t important, designed to help deliver ‘fair and decent work’, clarity in
because it is and should remain a key component of any
Genuine corporate governance is employment law and engaged workforces.
governance framework. But when taken in isolation it can an intent to do the right thing on
appear daunting and unnecessary. It may also encourage
the wrong assumption that good governance means ticking
behalf of both the shareholders Key considerations
and employees, and to drive that
boxes, which is a far from the truth. Organisations must
consider how they are implementing change and measuring mindset to underpin both Board
“ ! Pick the right code for you and understand
what that means.
what the impact is and should be. decisions and implementation.
Approach all compliance with legal
Carolyn Brown, RSM ! advisory oversight.
Legal Partner
If you make a public statement then make sure
!
it is accurate.
How are transparency and business Large projects and initiatives often go wrong when the
resilience connected? governance of those relationships are not properly monitored. Corporate governance guidance is
The market has seen instances where fully outsourcing
Building a business that is resilient is more important now than The key for Boards and senior leadership is to respond functions without adequate checks and balances, or not
founded in the Nolan principles.
it has ever been. There are complex operating environments appropriately to these concerns and to encourage properly managing inefficiencies have been fatal or at least, Despite being introduced in the 1990s by
that rely on constantly evolving technologies, global market transparency rather than assign blame. The impact of not very expensive. the government to improve standards
places with different pressures and risks, as well as increasing doing so can be severe, affecting how secure people feel of behaviour in public life, there is little
workforce challenges. If a business has not considered what at work, whether they feel encouraged to make the right
could go wrong – how can they possibly deal with it if it does? decisions and in extreme cases, even questioning whether doubt that these principles are still as
they feel personally accountable for their own actions. Key considerations critical to effective governance as they
ever have been.
Operational and governance transparency also need to be ! Horizon scan to remain current in your resilience.
of people surveyed applied to an organisation’s entire network. Governing an
stated that there was no Selflessness – act in the public interest.
entity without considering its supply chain and third-party
35% formal whistleblowing relationships is poor practice. ! Build business continuity plans.
Integrity – do not have obligations or relationships
process in place. that influence behaviour for anything other than that
! Assess third party relationships.
“
which you are employed to do.
A workforce is on the ! Consider organisational design. Objectivity – only appoint and remunerate on merit.
Behaviour
any organisation and must be shown and bought into what
the business expects of them.
Boards need to consider:
Championing tone at the top is critical, and so it makes 1 what skills are required to do this;
sense to begin with an organisation’s Board. It is key to
2 what training is in place to
and skills
structure the Board with the right diversity of talent to
disseminate expectations;
enable constructive challenge, ensuring the organisation
tackles emerging issues and trends in the right way. Boards
must ask themselves whether they have the right people at 3 what cultural norms are in place.
the top, and if not, then they must act to correct this. Boards
make sure their own behaviours are
cannot expect to deal with a diverse range of issues, if they 4 reflected by their workforce;
themselves are not diverse.
If a Board and workforce is exhibiting the right
have a grasp on what motivates staff to act
behaviours and is equipped with the right skills, Diversity is more than gender or ethnicity. It also needs 5
in the right way; and
effective corporate governance and success to extend to a diversity of background and specialisms or
skills, ensuring a socially mobile Board whose perspective understand how they can monitor behaviours.
should easily follow. is holistically constructed. The makeup of a Board can
6
demonstrate what an organisation is prioritising at any
one time. It is not unreasonable to suggest that a Board
solely made up of financial specialists will champion
“
financial performance over all other metrics of success,
potentially leaving itself exposed to other business An unintended consequence of
challenges and threats. transparency has been a race to
the top with salaries, because if we
Boards must ask themselves how they ensure social diversity
did not know what everyone else
is happening, how they can monitor it and how they can enact
key change. By creating a culture where the Board is not afraid is earning perhaps we would not be
“
to evolve and challenge itself, this mentality will be more likely so greedy ourselves.
to permeate through the organisation to the wider workforce.
Best practice tells us that remuneration should be tied to Robin Ellison
reinforcing the right behaviours both at a workforce and Board Chair, Carillion Pension Scheme
member level.
16 Trust in the boardroom
73
% Board member in their 67% likely to prompt more labour
disputes and result in higher
place to strategise but they also need to be
evaluated on their ability to future proof
organisation held a
This 50 per cent is in stark contrast levels of staff churn.* the organisation. How should Boards start
specific remit for risk
to the 72 per cent of people who said to do this?
management and
that corporate governance was not corporate governance.* Is the Board prioritising short term gains
regularly on the Board agenda. This 1
over longevity?
could suggest two scenarios: Key considerations
2 Has the Board got the skillset necessary to devise
“
boards and organisations are publicly and implement the strategy the organisation needs?
1 committing to corporate governance ! Champion tone at the top to set
promises but in reality, are not practicing the example.
Ultimate responsibility for 3 Does the Board have a good grounding and
that commitment; or understanding of relevant legal and regulatory
corporate governance needs to ! Ensure the Chair of the Board is driving
requirements and of risk management?
2
corporate governance is being sit with an independent person, “ the integrity agenda.
delegated to people not on the Board. most likely the Chairperson. 4 Who is the Board appointing as Non-Executive
Deliver any training and education for the
! Directors and is the right appointment criteria
Marc Mazzucco, RSM Board and wider organisation. being applied?
Head of Risk, Governance and
This is a critical point. High profile blame which puts the Compliance Advisory Appoint experienced and independent
! 5 How long does it take for Non-Executive
ethical standards of an organisation under the spotlight, Directors to the Board.
Directors to be on-boarded?
coupled with a lack of transparency, can have enduring and
in some cases, irreversible reputation ramifications. Boards How long does it take to escalate and deal with
need to ask themselves whether the business as a whole 6
urgent issues?
can prevent that, and how.
Is the Board mindful of the need to identify and/
7
or recruit future leaders and Board members?
The impact of corporate governance mechanisms can be difficult to measure. Often, they
Impact
are not investigated until something goes wrong. Boards need to measure continuously,
potentially either through impact testing or scenario planning.
Boards need to know who and what they are influencing in order to understand the impact of their approach to effective corporate
governance. We outline some of the numerous stakeholder groups below and highlight core considerations for Boards.
Boards, the workforce and their shared culture should
all work together to have a positive impact on everyone Workforce Community
involved in the organisation and the community. Do they feel engaged, listened to and happy to work there? Does the organisation positively contribute to the
One of the first rules of engagement in effective employee communities it operates in and is there a formal corporate
communication is to be personal. People crave bespoke social responsibility plan?
reassurance; a soothing of their own ego, no matter how
large or small; encouragement that is tailored to their own Profits
ability, performance and ambition. It makes them feel Is the organisation profitable enough to enable it to
engaged. Employee engagement simply doesn’t work if it’s continue operating?
deployed in a one-size-fits-all sort of way.
Future of the company
Customers/the public Is the organisation sustainable in the medium and long term?
Do they feel the organisation is delivering against its promises
and is ‘brand loyalty’ high? Suppliers
Are payments made in reasonable time to secure
sustainable relationships?
Environment
Does the organisation have a positive impact on the
Recruitment
environment or is it contributing for example, unnecessarily
Are there any indicators in the recruitment process that the
to energy waste. Is the organisation mitigating its
approach to corporate governance is having an effect? Is
environmental impact through sustainable practices?
there equal opportunity for all?
20 Trust in the boardroom
By mapping stakeholder and influencer To get the best from staff and to ensure that your business
performs, Boards should listen to every part of it. This will give
relationships, Boards can break down the There are a number of ways
the most informed idea of true organisational culture, so it is
Establish a stakeholder advisory
type of engagement and activity that organisations can measure effective critical to utilise HR teams to tap into this insight. panel to build a communications bridge
each stakeholder group needs to ensure governance outside of standard between the Board and the people it
effective governance. compliance with regulation and codes, Enable employees to escalate concerns – ensure impacts the most. In committing to open
but these should all hinge on how they causes are addressed, rather than the symptoms. and honest communication, Boards
Organisations do, however, need to measure effectiveness view success. Metrics could include: will be taking steps towards ensuring
and impact, along with deciding what metrics can and Foster an environment for continuous listening. Whilst
should be used to do this.
integrity has a voice.
consistently high employee engagement employee engagement surveys can be good, they
levels/feedback scores; tend to be infrequent and take time to digest results
Formal employee engagement schemes can make a real – instead of giving a snapshot of sentiment at that
difference to the level of transparency your organisation particular moment. Continuous listening allows for real
can demonstrate, as it gives workforces the chance to effective escalation of employee and time solutions and a higher level of responsiveness.
convey their genuine perceptions on their working lives
to the Board. This understanding of employee sentiment
stakeholder concerns, with no hesitancy in
dealing with the root cause;
This is of particular relevance when organisations are Key considerations
going through periods of change such as acquisitions,
can enable a Board to have a positive impact and make mergers or investments.
a real cultural difference. short payment terms for all suppliers ! Map your stakeholders.
(reducing debt); Empower your senior leadership, Boards, managers
and those with line management responsibility to ! Listen to them.
a genuinely diverse and socially access these anonymous results. This may prevent
mobile workforce; smaller issues from escalating.
! Choose the right metrics to measure success.
Future proofing
The General Data Protection Regulation
GDPR has been a well-publicised development in the
EU’s approach to data privacy security, but organisations
need to ensure that it is not approached in isolation or as “
GDPR isn’t going away. Organisations
your organisation
a one-off project. Compliance is an ongoing challenge, and
in the context of some recent fines, it will be critical for must ensure ongoing compliance and
Boards to ensure they have the right processes in place to robustness of measures are in place,
protect their organisations. Some of the most significant
assurances include:
to embed good data governance. “
The regulatory and compliance burden can be significant so it Sheila Pancholi, RSM
personal data processing and data inventories
helps to stay ahead or at least on top of the trends and regulations that are up to date, not historic or static;
Partner
“
internet messaging services.
the introduction of adequate mechanisms for carry out a workforce contract audit;
The EPR aims to ensure privacy in all electronic This is new ground but organisations the escalation of concerns; and
communications, introducing more stringent rules for digital need to start thinking about how this complete a payroll audit;
ensuring that there is adequate training in place.
advertising. It empowers users to adjust their security
will impact the way they work. Will
“
settings at web browser level, rather than having to accept appoint a modern slavery champion;
terms on every webpage. these measures impact how they
can generate revenue?
“
Organisations will need to consider: vet employment agencies;
Investors are a core stakeholder
auditing the current arrangements for digital Steve Snaith, RSM for organisations that need review relationships; and
platforms to be sure it adheres to the stipulations; and Partner them. They need to share the “
values and integrity of those assess supply chain for slavery.
whether this will impact the way an organisation
operates – i.e. revenue generation.
they are investing in.
Richard Smith, RSM
Head of Risk Assurance
*https://www.ilo.org/global/topics/forced-labour/lang--en/index.html
26 Trust in the boardroom
Social mobility and the Equality Act 2010 The Bribery Act Ethnicity pay Energy and carbon
Promoting equality in the workplace has to be one of the The Bribery Act 2010 has transformed the legal framework Following the recent spotlight on gender pay equality, The Companies (Directors’ Report) and Limited Liability
cornerstones of effective and ethical corporate governance. in relation to corruption and bribery, in the UK and overseas, the government is turning its attention to equality Partnerships (Energy and Carbon Report) Regulations 2018
Denying any employee, or prospective employee or worker, by introducing new, chargeable offences. It has introduced on ethnicity pay for obvious and just reasons. Whilst require large unquoted companies and Limited Liability
their right to equal opportunity in the workplace is unlawful a clearer regime for tackling bribery that applies to all still at the consultation stage, regulations demanding Partnerships (LLPs) to report on their energy consumption
under the Equality Act 2010. businesses based or operating in the UK. As such there are organisations publish information on their ethnicity pay and greenhouse gas emissions within their annual report
clear links to the cultural integrity that effective corporate gaps could bring challenges. and accounts.
governance (and legal compliance) demands.
Some organisations do not currently record the ethnicity The qualifying conditions are met by a company or LLP in a year
of their workforce. This means that they will be unable to in which it satisfies two or more of the following requirements:
The Equality Act has specified nine areas comply. Boards and senior leadership therefore need to
that are termed as protected characteristics.
“
think about this now so that they are ready and able to be
These are listed below in no particular order: transparent when the time comes. turnover £36m or more;
This isn’t new legislation, but it still remains
balance sheet total £18m or more; or
1 Age 6 Marital status relevant. Exposure to fraud and bribery can
Matthew Humphrey
Risk, Governance and Compliance, partner
E: matthew.humphrey@rsmuk.com
T: +44 7711 960728
rsmuk.com
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