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Corporate governance - questions for you to think about

Gillian Lees's picture

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:

  • How are you going to support your board in doing this?
  • What sort of information will you need to provide - and in what format?
  • What tools and techniques might you use to help define risk appetite?

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 we go again

Since the 1980's we have been talking and issuing guidance on 'corporate governance'. Peter Drucker would have observed that if you keep on having to re-issue the subject there must be something fundamentally wrong. As a set of financial statements relies upon 'organisitional integrity' why not change the thinking and have th auditors confirm that , indeed the organisation has functioned with integrity? Equally if it does not chnage its procedures it will continue to operate with integrity. Doesn't the results as depicted by the financial statements show that, management does know what it is doing, will words change the figures? Business is to provide customers with products that they need, continued sales proves the 'model' works. Where is the real value contribution for economic growth?

Full course menu - ERM

Enterprise Risk Management is defined by ISO 31000, “All activities in an organisation involve risks that must be managed. The risk management process aids decision making by taking account of future events or circumstance (intended or unintended) and their effects on agreed objectives”. As well as ISO 31000:2009 (published 13 Nov ’09) Risk Management – principles and guidelines there is also ISO 31010:2009 and ISO 73:2009 covering vocabulary and Risk Management Techniques. There is a shift in thinking from ‘individual’ to ‘enterprise’ by establishing communication protocols to share the cumulative impact quickly. I am not in a position to look at the ISO guidelines but would anticipate that their cost is an irrelevance to the benefit to be gained. The ‘appetite’ of the enterprise would seem to be an acceptance of the consequences to the impact that the decisions were wrong. Can the entity remain unimpaired by such a consequence?The role of the management accountant as part of the management team is in two parts, a) the information collected for making a decision and b) the measurements and controls required to monitor the activities from the decision. For ‘a’, is the right problem being addressed and do the assumptions of how to address cover all eventualities. For ‘b’ has the decision maker ‘signed off’ the measurements, monitoring and controls necessary to manage its objectives - risk? Two other resources are the Federation of European Risk Management Associations and the Global Association of Risk Professionals. Yours sincerelyCliff Moggs 

Corporate governance in the public sector

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! 

Enterprise Risk Management - ISO 31000

Following on from earlier posting here is over view of ISO 31000:- Management Accountants will find in ISO 31000 help for organizations to Increase the likelihood of achieving objectives through encouragement of proactive management (to minimize risk).  To identify and treat risk throughout the organization, by improving the identification of opportunities and threats. Comply with relevant legal and regulatory requirements and international norms. Improve financial reporting, governance, stakeholder confidence and trust. To establish a reliable basis for decision making and planning and improve controls. To allocate and use resources for risk treatment; thereby improve operational effectiveness and efficiency. To enhance health and safety performance, as well as environmental protection, Improve loss prevention and incident management, minimize losses, improve organizational learning, Improve organizational resilience. ISO 31000 and ISO Guide 73 can be applied to any public, private or community enterprise, association, group or individual. The documents will be useful to: Those responsible for implementing risk management within their organizations - Those who need to ensure that an organization manages risk - Those needing to evaluate an organization’ practices in managing risk - Developers of standards, guides procedures and codes of practice relating to the management of risk.  Cliff Moggs

Company shares for NEDs

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.

Company shares for NEDs

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.

Company shares for NEDs

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.

Company shares for NEDs

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.

NEDs Remuneration

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

 

 

Pay market price.

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