The UK Financial Reporting Council (FRC) has now issued its consultation paper on revisions to the UK Combined Code on corporate governance. And the first point to note is that the 'Combined Code' name is to be dropped to be replaced by the more sensible 'UK Corporate Governance Code'.
I'd be interested to hear any views you have out there, but what I want to do here is highlight some of the changes that management accountants in business should be particularly aware of in that they will have a direct impact on your role.
The proposed new code emphasises that the board is responsible for the long-term success of the company. Non-executive directors should constructively challenge and help develop proposals on strategy. The board is also responsible for defining the company's risk appetite and tolerance. And the directors should include in the annual report an explanation of the company's business model and its overall financial strategy.
Here are some questions for you then:
I'm going off for a Christmas break now to play as much tennis as I can and watch lots of films - but I'm looking forward to keeping you all posted in 2010.
Here in local government we're finding that the 'annual governance statement' process and statement itself can be a really useful way of bringing together 'organisational' thinking and reporting about risk and significant governance issues. Whilst we don't have NEDs, we do have those interesting conversations and conundrums about long-term success and short-term gain, about appetite and tolerance for risk in its widest sense, and about how to explain to a wide and general audience just what we're up to behind the scenes. Getting the whole finance community actively involved in this has many benefits:
* helps keep risk-management rooted in practicality, with constant review of cost vs. benefit;
* reminds the rest of the entity that finance professionals are really rather good at cost-effective risk-management;
* helps remind operational finance people that there are strategic implications to all that they do.
So the way I've been supporting "the Board" in this is to get my finance community up-to-date with the relevant skills, involved in all the relevant working parties, focussing their reports on the key risk-areas identified through the governance process and including long-term trend analysis and outcomes, and talking with their audiences to make sure the messages are understood both ways. And sometimes we're best-placed to remind people that the right decision still carries the risk of the wrong outcome - investing in Icelandic banks was part of a prudent and balanced strategy, but didn't quite get us where we'd planned!
I'm very impressed by your 'tennis' plans - personally, I'm off to hunt down every last mince-pie I can find!
Hi, I was thinking of this and would like your thoughts on this:
Can Non Executive Directors get remuneration in the form of shares. I have read somewhere that they can but would like to find out what CIMA has to says about this. I guess it is quite normal for executive directyors to partake in a share scheme but is this extended to the Non Exectutives.
Thanks.
Hi, I was thinking of this and would like your thoughts on this:
Can Non Executive Directors get remuneration in the form of shares. I have read somewhere that they can but would like to find out what CIMA has to says about this. I guess it is quite normal for executive directyors to partake in a share scheme but is this extended to the Non Exectutives.
Thanks.
Hi, I was thinking of this and would like your thoughts on this:
Can Non Executive Directors get remuneration in the form of shares. I have read somewhere that they can but would like to find out what CIMA has to says about this. I guess it is quite normal for executive directyors to partake in a share scheme but is this extended to the Non Exectutives.
Thanks.
Hi, I was thinking of this and would like your thoughts on this:
Can Non Executive Directors get remuneration in the form of shares. I have read somewhere that they can but would like to find out what CIMA has to says about this. I guess it is quite normal for executive directyors to partake in a share scheme but is this extended to the Non Exectutives.
Thanks.
Derick
No and Yes. The UK Corporate Governance Code is explicit that NED's should not be remunerated through performance based measures. However, I am not aware of any legal restriction of issuing performance based rewards to NED's although any company doing so would need to be clear on the reason for doing so - the rewards should not undermine the NED's independance.
Regards
Wayne James
Perhaps the 'NED' would be more sensitive and pay the same price as an existing shareholder. In declaring that they have done so, would send a message.
Best regards
Cliff Moggs