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The corporate governance journey continues

Gillian Lees's picture

Another milestone will be passed this week on the epic journey of corporate governance when the UK Financial Reporting Council (FRC) issues its revised corporate governance code for UK listed companies.  This follows a year-long review and reflects governance thinking in the light of the global financial crisis.  For another example of a post-crisis code, take a look at the King III report from South Africa which I looked at in a previous post.

Back to the UK.  The first bit of good news is that for those of you who have been wondering why on earth it was called The Combined Code on corporate governance, the mystery will be laid to rest.  The code is to be renamed the UK Corporate Governance Code.

The main changes will be focused on emphasising key messages and behaviours rather than adding a long list of new requirements, but there is one particular new provision that is worth thinking about - in essence, companies are going to have to include in their annual reports an explanation of the basis on which they generate revenues and make a profit from their operations (the business model) and their overall financial strategy.  It looks deceptively simple, but it could provide a real challenge for companies to articulate their business models clearly.  Nevertheless, this could be one of those new requirements that provide something of real value as the very process of mapping out the business model could expose some useful learnings along the lines of 'this model makes no sense whatsoever' and could help to shed some light on how the model might be developed, for example, into new products or markets.

No matter how large or small your organisation, public, private or not-for-profit, you might want to take the principle of this new requirement on board and try to map out your business model.  You never know where it might take you.

You will be able to download from the code once it is published from www.frc.org.uk - CIMA will be publishing some briefing once we have the final details, so watch this space.

The journey continues, but who's not been invited along?

As Gillian says, there's a lot in this code that those of us in the public sphere can usefully consider alongside our own long-standing governance and stakeholder involvement codes. In particular, that strong message "comply or explain" reinforces the FRS expectation that entities will intelligently follow the principles of the Code rather than blindly or blame-dodgingly tick off a set of rules. That's certainly a principle of good governance worth reinforcing at every opportunity.

Just one disappointment; I see two sections on 'engagement with shareholders' but nothing about the other stakeholder groups; customers, suppliers, employees, government, the community in general. It's difficult to see how any Board can meet the main purpose of the Code and deliver "long-term success" by talking to shareholders alone. And if there were formal recognition that oranges aren't the only fruit, maybe more of us would be flying BA this weekend and the Royal Mail wouldn't be about to seize-up because the CEO doubled his pay last year while telling the people who make the whole business work they can't have more than 2%.

Or is 'leadership' taken here to mean simply telling others where to go rather than inspiring them to share the journey?