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Corporate governance and its discontents

Corporate governance and its discontents
December 7, 2016
Corporate governance and its discontents

The latest Veracity Index from pollster Ipsos Mori found just one in three people (33 per cent) generally trust business leaders to tell the truth, putting them only narrowly ahead of estate agents at 30 per cent. That is, if you believe this writer. Journalists are an even less trustworthy bunch, meriting the credence of just 24 per cent of the 1,019 people surveyed.

The green paper contains a range of options that it hopes will restore some of that trust across pay, accountability and with regard to privately owned companies. The current regulatory framework for executive remuneration, introduced in 2013, is sorely lacking. Shareholders have a binding vote on a company's pay policy every three years and an advisory vote each year on how it has been applied. These achieve an average of 93 per cent votes in favour and only one company has lost a binding vote on pay to date.

The green paper suggests toughening the annual vote such as making part or all of the executive pay package subject to a binding vote, or making the binding vote on the overall pay policy more frequent. This is in addition to other proposals on pay thresholds and reporting pay ratios.

There is a risk of unintended consequences, for example on confidential pay awards promised to managers being hired. "If a shareholder binding vote forces the company to renege on the agreement, or if the agreement has to be conditional on shareholder approval, external recruitment could dry up," says IC pay expert Paul Jackson. But, clearly, some strengthening of the scrutiny is needed.

When it comes to retail investors, proposals to create a scrutinising 'shareholder committee' have found approval with investor body ShareSoc, while some have also welcomed the idea of splitting out the votes of retail and institutional investors in reporting. Importantly, the government is also giving consideration to requiring brokers to provide investors in nominee accounts with an opt-in for their voting rights.

Having pledged to cut out the "political platitudes" on corporate governance, Theresa May's government now insists that the pledge to have employees "represented" on boards did not necessarily mean workers themselves sitting in the boardroom. Politicians, I should add, are further down the Veracity Index.

Instead, we have the idea of shareholder advisory panels, requiring certain non-executive directors to provide a voice for key stakeholder groups, or appointing individual representatives of such a group to the board. The government is at pains to stress how challenging an elected process would be, which is rather over-egging it. The arrival of pension fund members on trustee boards, both via election and selection, has demonstrated for that industry that the democratising of governance is not so difficult as vested interests might make out.

Finally, there is the welcome proposal of extending the regulatory framework to include privately owned companies. This will be all the more important if rules are made tougher for listed companies, lest regulatory arbitrage push more companies off the public market.

This greenest of green papers was designed "to frame a discussion". Big business may wriggle out of substantive change: that would be a lost opportunity. Consider the journalism industry, which has so far avoided the full implementation of the Leveson Inquiry's recommendations.

In protecting the freedom of the press against any statutory body, the newspapers missed a chance to rebuild trust. In protecting its own freedom, will big business do the same? Private investors are invited to have their say on the policy options, many of which I have not had the space to include. In an industry dominated by bigger players, it's a chance to speak up.