Kokkinis and Sergakis – A Flexible Model for Efficient Employee Participation in UK Companies by Andreas Kokkinis & Konstantinos Sergakis, 17 Feb 2020 (download), provides several insights that may be helpful in guiding US efforts as well. As mentioned in my coverage of the recent SHARE Summit, #SHARE2020, I am investing in public companies with employee ownership. […]
The UK’s Investment Association’s Statement of Principles has now been signed by 25 firms with £1.8 trillion in assets. Does it represent substantial progress or is it simply an attempt to console the investing public? In principle, it all sounds good. I like their pledge: As signatories to these principles we do our utmost to: 1. […]
The UK Law Commission’s final 2014 report and guidance on fiduciary duty: The Review identified widespread concern about how fiduciary duties were interpreted in the context of investment. In particular, some stakeholders felt: it was not clear who in the investment chain was subject to fiduciary duties and what those duties were; their fiduciary duties […]
We last explored the topic of gender diversity on boards, in particular the underrepresentation of women on them, late in 2012, but much has happened globally on the subject since then. More companies have adopted regulation on the issue that range from “comply-or-explain” rules to quotas for the percentage of women on boards. A 2014 Grant Thornton […]
Guest Proxy Season Review: Paul Marsland is a regular panelist and contributor to publications on corporate governance issues and has served in a number of senior roles at PIRC Ltd the UK based corporate governance consultancy most recently as Head of Policy. Time to take stock of the proxy season. The proxy season means February in […]
The SEC this week weighed into the proxy advisor debate with Staff Legal Bulletin 20, which provides information on the proxy voting responsibilities of investment advisers (i.e. professional investors) as well as clarification on the exemptions from federal regulation which apply to proxy advisory firms. (more…)
The Preface to this book is so powerful that I have to begin my review with the words of the authors, Janet Dine and Marios Koutsias. The thesis of this book argues that national corporate governance is extremely important for societies. Recently many scholars have said that a convergence of corporate governance is inevitable. We […]
This video uses a bicycle ride (perhaps a marathon?) to point out key milestones in UK corporate governance in recent years. I’d love to see something similar for the US but American’s should be able to relate to the UK experience. For more information download the FTSE 350 Corporate Governance Review 2013. (more…)
The Cadbury Archive at Cambridge Judge Business School has been completed with the addition of copies of all the speeches on corporate governance made by Sir Adrian Cadbury, Chairman of the UK Committee on the Financial Aspects of Corporate Governance. The Archive, established in 2010 and part of the Cambridge Corporate Governance Network (CCGN), is a […]
The Committee was formed in 1991, the same year I read Power and Accountability: Restoring the Balances of Power Between Corporations and Society by Robert A.G. Monks and Nell Minow. I had spent years in academia searching for the perfect corporate form. I studied corporate systems around the world and headed California’s cooperative development program. It […]
This timely book, edited by Joan Loughrey, brings together academics and practitioners to assess the efficacy of directors’ duties, or lack thereof, regarding shareholder litigation in the wake of the financial crisis. Although primarily focused on the UK and the Companies Act of 2006, the part played by the US and its regulatory scheme is not […]
In 2012 Cambridge University launched a Masters degree in Corporate Law (the MCL), which offers students the opportunity to engage in detailed study of the legal and regulatory framework within which companies are governed and financed. The MCL, a full-time nine-month program, is taught by the Cambridge Law Faculty’s team of corporate lawyers, widely recognized as […]
PLANSPONSOR.com reports, a provision in President Obama’s Fiscal Year 2014 budget that pertains to employee stock ownership plans (ESOPs) could result in a disincentive for offering the plans. The provision would eliminate Internal Revenue Code section 404(k), an incentive for ESOP creation and operation that permits a C corporation to deduct the value of dividends paid […]
Steve Waygood, of Aviva Investors, which owns 2% of UK equities, explains why fund managers still prefer to walk away, rather than trying to change a company culture. Wagood defines sustainability to include how mega-trends influence the firm. Retail investors doesn’t really understand what is being (more…)
In the second episode of a special series of Cass Talks to celebrate their 10th anniversary, Professor Igor Filatotchev discusses the next decade in corporate governance. (more…)
Half of employers in the UK don’t offer a pension to their employees. Auto-enrolment, the opt-out defined-contribution system designed to fill this gap, was introduced in the UK on October 1. Top1000Funds.com interviewed Lawrence Churchill who chairs he government-funded pension fund, NEST, one of the funds on offer, during the first day of the rest of the fund’s life. […]
The UK backed Kay Review of UK Equity Markets and Long-Term Decision Making was commissioned by Business Secretary Vince Cable after the takeover of Cadbury by Kraft, which many thought was driven by short-term investors. After examination the Report made several recommendations that could improve the long-term focus fund returns if properly implemented. (more…)
Shareholder Democracies?: Corporate Governance in Britain and Ireland before 1850 addresses a central issue. Current governance structures often allow managers to pursue their own interests. According to some, a dissemblance of democracy has led to “elitism and self-interest in the boardroom,” resulting in (more…)
UK Prime Minister David Cameron rejected a Labor Party proposal that an ordinary employee sit on a company board compensation committee, noting that having an employee on the committee would break an important principle of not having people on a remuneration committee who will have their own pay determined. Since when are boards setting the […]
A PIRC 2012 Conference, titled Preventing the Next Crisis, will take place on Wednesday 22 February 2012. (more…)
Equilar, the leading provider of executive compensation benchmarking and research solutions, announced the release of its Pay-For-Performance Analytics suite yesterday, along with the fact that the Council of Institutional Investors (CII), whose members hold $3 trillion in assets, has signed on as the first client. According to the press release: By combining an innovative market-based algorithm to identify peer […]
The Financial Reporting Council (FRC), UK’s independent regulator “responsible for promoting high quality corporate governance and reporting to foster investment,” is also in charge of the Stewardship Code for institutional investors. The FRC, 230 pension schemes, fund managers and service-providers have signed up for the Stewardship Code, including “most of the major investors in UK equities.” According to […]
If you know of good candidates for the Golden Peacock Awards, instituted by Institute of Directors in 1992, now is the time to get nominations in, since they are due September 14, 2011. Below are the categories: A. Golden Peacock Global Awards Sustainability Excellence in Corporate Governance B. Golden Peacock National Awards Climate Security Sustainability […]
Ever since the demise of Enron, I’ve wondered why the vote by shareowners to approve auditors is considered such a routine nonevent. Ask anyone who used to work for former big five firm Arthur Andersen LLP. Yet, “ratification” of auditors remains among the last holdouts of broker voting. Who watches the watchers in the world of […]
Oxford Brookes University Business School wants to test the proposition that Shareowner Engagement is having an impact. They are looking for a PhD student to investigate the Stewardship Code, which “aims to enhance the quality of engagement between institutional investors and companies to help improve long-term returns to shareholders and the efficient exercise of governance […]
A U.K.-government-commissioned review by former trade minister Lord Mervyn Davies into board diversity, published Thursday, recommended FTSE 100 boards should aim for a minimum 25% female representation by 2015, up from 12.5% in 2010. Unlike Norway and Spain, Lord Davies doesn’t believe in setting hard quotas. Worryingly, he doesn’t rule them out if a business-led […]
The University of Cambridge has announced its first entirely new degree in Law since the 19th century with the launch of a Master’s degree in Corporate Law (the MCL). The MCL will begin in the academic year 2012-13 and will operate as a full-time nine-month programme, offering students the opportunity to engage in a detailed […]
The Belgian Corporate Governance Commission (CGC) has implemented gender diversity into its governance code on a ‘comply or explain’ basis. Listed companies are encouraged to increase the number of women serving boards to at least 30% within seven years. The Confederation of British Industry sent a similar request last year in its submission to Lord Davies’ […]
The membership of remuneration committees should be widened to allow employee or shareholder representatives to participate in order to make their operation more effective and facilitate pay restraint, according to Europe’s largest independent proxy agency PIRC. In its submission to the Department of Business, Innovation and Skills (BIS) consultation on short-termism, PIRC argues that encouraging […]
The Financial Reporting Council, the UK financial reporting watchdog, wants shareholders to have more say in choosing the firms which audit corporate accounts. The suggestion is among a raft of ideas the FRC is putting forward for debate in a bid to improve corporate reporting in the wake of the financial crisis. The FRC argues […]
UK’s Secretary of State for Business, Vince Cable, launched a consultation into corporate governance and whether failures in that process are stoking a trend for short-termism in investment that damages the long term interests of companies and many of their investors. The consultation will examine allegations that publicly quote companies are being run in order […]
Sigrid Rausing, founder of the Sigrid Rausing Trust, reports that a UK ethical investment research body, EIRIS, launched a report on a FTSE100 mining company, Vedanta Resources, at a seminar attended by some of the UK’s leading fund managers. The company has come under international scrutiny for its plans to mine bauxite in the Indian […]
Annual elections of directors, do they ensure accountability to shareowners or encourage companies to concentrate too much on short-term returns. I was surprised to read the following in Responsible Investor (UK: stewardship elusive as pension funds buck governance code, 7/21/10): Hermes, Railpen and the Universities Superannuation Scheme – with combined assets of £106bn (€126bn) – […]
The Financial Reporting Council’s new UK Corporate Governance Code has replaced the Combined Code on Corporate Governance and applies to accounting periods beginning on or after 29 June 2010. Whether in the UK or not, the new Code is worth reviewing. The new Code again emphasises the role and responsibilities of the board and continues […]
UK institutional shareholders will be forced to declare how they vote at company annual general meetings (AGMs) if the current governing Labor Party wins the general election on May 6. In addition, it wants a higher threshold of investor support for takeovers: two-thirds of shareholders. (UK shareholders to be forced to reveal votes if Labour […]