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Board moves: Katrina Cliffe appointed SID at HomeServe

Katrina Cliffe, Homeserve senior independent director

HomeServe, the £4bn home repairs and improvements business, has appointed Katrina Cliffe as senior independent director.

Cliffe replaces Stella David who reaches the end of her third term as non-executive director at the business this month. David will remain for another term at HomeServe but steps down from the SID position because she would no longer be considered independent.

Cliffe joined the company in 2017 and also serves as chair of the remuneration committee. She is also a non-executive director at Cembra Money Bank, London & Country Mortgages, and Majestic Wine.

This month HomeServe posted interim results showing revenues up 13% to £457.7m for the six months to 30 September. Profits were up 2% to £19.7m.

The company sells some repair insurance and partners with utilities to provide services. It operates in the UK, Spain, France and North America.

The post Board moves: Katrina Cliffe appointed SID at HomeServe appeared first on Board Agenda.

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Labour announces plans for UK corporate governance reforms

John McDonnell, Labour shadow chancellor

The UK’s general election campaign turned its focus on corporate governance this week, as the Labour Party announced its proposals for reform.

Shadow chancellor John McDonnell gave a speech listing a host of governance changes Labour plans if it wins when the nation goes to the polls on 12 December. Some of the policies have already been announced. Others are new and will take the business sector by surprise.

First is a rewrite of the Companies Act 2006 “so that directors have a duty to promote the long-term interests of employees, customers, the environment and the wider public”.

This responds to Labour’s conclusion that the “shareholder” model of governance has run its course and must be reformed.

The party has already announced that a third of board members would be workers, radically extending measures introduced in last year’s review of the UK Corporate Governance Code.

But Labour plans a further step by permitting listed companies to opt for a two-tier board structure, like their counterparts on the continent, with the introduction of supervisory boards.

Labour intends supervisory boards to be made up of “stakeholders such as customers, employees and long term investors”.

The party also plans a look at whether there are ways of encouraging long-term shareholding, such as the extra voting rights permitted in France.

Perhaps the next biggest proposal is a rewrite of the governance code to “set a minimum standard for listing related to evidencing the action being taken to tackle climate change”. Labour promises to delist companies that fail in their climate-related duties.

There will also be an “excessive pay levy” on companies and a new pay ratio limit of 20:1. McDonnell says companies with a lowest paid worker on £16,000 could have a chief executive salary of £350,000.

Auditors are not spared the Labour reform agenda either. The party proposes a new statutory auditor for banks and financial institutions; a five-year moratorium on an audit employee leaving and then joining a client; and auditor rotation every five years, a significant change on the current rule of ten-year rotations.

According to McDonnell: “Labour in government will institute a radical overhaul of UK company law and practice in order to bring about real change in the corporate sector.

“Our comprehensive reform programme will bring greater democracy, justice, and accountability to the world of business.”

He added: “This new architecture of corporate governance and regulation has the potential to lay the foundations of the successful dynamic economy we need, serving our whole community.”

Scope for improvement

At least one business group was underwhelmed by Labour’s proposals. Edwin Morgan, director of policy at the Institute of Directors (IoD), said that while there was scope for improvement, the UK governance system was widely admired around the world already and the Labour Party’s plans “jump to the most prescriptive and cumbersome end of the scale”.

He said a “successful” stakeholder model for business could not be achieved with a “top-down, regulatory approach”.
And he had a warning on tinkering with board structures.

“Some European countries prioritise two-tier boards, but it’s a question of different, not better. Increasing firms’ flexibility to take this approach is a reasonable step, but that doesn’t mean you can import a different business culture wholesale, or that supervisory boards prevent corporate failures.”

The IoD has been busy working up its own proposals for governance reform in the shape of the institute’s own manifesto. A list of ten priorities includes a new “code of conduct” for directors, delivering reform of audit regulation, and the introduction of a new independent governance commission instead go having governance overseen by a regulator looking at other issues.

The IoD also seeks a “consistent” reporting approach for climate-related disclosure.

“The new Commission would work with industry to create greater accountability and transparency of the UK’s corporate governance framework,” the IoD’s report says.

According to Dr Roger Barker, the IoD’s head of corporate governance, the election spotlight is “rightly” on the way companies are run and business leaders should do more to “regain public trust” and take public concerns to heart.

“Too often the debate around capitalism degenerates into simplistic binaries and slogans. We should be more ambitious, and explore new ways to combine the profit motive with social responsibility, to confront the challenges facing the economy, not least climate change,” said Barker.

US reforms

Labour is not the first to tackle governance as an election pledge. Theresa May did likewise when launching her Tory Party leadership campaign in June 2016 and even pledged to introduce workers on boards, though this later became one option among three in the corporate governance code to improve stakeholder representation on boards.

Perhaps more significant is the way Democrat 2020 presidential hopefuls Elizabeth Warren and Bernie Sanders have both placed governance reforms at the heart of their policy offerings.

Warren in particular has made great play of bringing big business under greater control with draft legislation called the Accountable Capitalism Act.

She wants companies with turnovers of $1bn or more to seek a “federal charter” to trade which would involve considering “the interests of all corporate stakeholders, including employees, customers, shareholders and the communities in which the company operations.”

With Labour promising reform, trust in business still a key issue and some business groups believing improvements are possible, the future surely holds more change to the UK’s much vaunted corporate governance.

The post Labour announces plans for UK corporate governance reforms appeared first on Board Agenda.

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South East Coast Ambulance Service (SECAmb) – Independent Non Executive Director

Independent Non Executive Director – South East Coast Ambulance Service (SECAmb) Recruiter: Green Park Location: Greater London, Surrey, Kent and East & West Sussex. Salary: Trust Non-Executives are remunerated at £14,000 per annum. Posted: 18 Nov 2019 Closes: 27 Nov 2019 Ref: 9108 Position/Level: Director Responsibilities: Executive Management, Strategy Sector: Healthcare, Public Sector Contract Type: […]

The post South East Coast Ambulance Service (SECAmb) – Independent Non Executive Director appeared first on NEDworks.

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Pension Board – Chair/Vice Chair

Chair/Vice Chair – Pension Board Reference: 1724 Remuneration: £232 per day and reimbursement of all reasonable travel and subsistence costs Location: Scottish Borders Closing date: 13 December 2019 at midnight The SPPA is seeking to appoint an independent Chair/Vice Chair to sit on a Public Sector Pension Board: The Scottish Police Pension Board and The […]

The post Pension Board – Chair/Vice Chair appeared first on NEDworks.

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Member Nominated Director – The Co-op

The Co-op – Member Nominated Director Recruiter: The Co-op Location: Nationwide Salary: Not Specified Posted: 17 Nov 2019 Closes: 18 Dec 2019 Job Function: Director Industry: Retail / FMCG Applications for our 2020 Member Nominated Director Elections are now open.​ There are four member nominated directors (MNDs) on the Co-op Board. Each year, one or […]

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CEOx1Day: ‘Valuable perspectives and a fresh way of looking at things’

diversity, board composition

“Organisations reap the benefits”

Simon Antrobus, BBC Children In Need

“BBC Children in Need’s vision is that every young person should be given the chance to reach their full potential. Time and time again, we see that given the right support, children and young people can overcome obstacles in their lives and go on to achieve amazing things. Improved access to opportunities like this can empower young people from disadvantaged backgrounds and under-represented groups, broadening their horizons and extending their life choices—this is at the heart of everything we do.

Organisations can also reap the benefits when they engage with a young, diverse talent pool; there are clear opportunities to understand and learn from today’s young people, who represent the next generation of leaders. Taking time to invest in future organisational talent is vital for any organisation that wants to thrive and make a difference in these uncertain times. It’s equally true for the commercial or the charitable world.

For me and for BBC Children in Need, we need future talent to help lead us through this ever changing and increasingly complex environment but more importantly to spot, create and make the best of the opportunities. The opportunities are rich and diverse and our investment in and support of leadership talent needs to reflect this. I was lucky enough to have someone take time and invest in me at an early stage in my leadership career and that’s why I think it’s important to offer the same as CEO of BBC Children in Need.”

Simon Antrobus is CEO of BBC Children in Need.

“A fresh way of looking at things”

Pamela Maynard, Avanade

“When I stepped into the role of CEO at Avanade in September, one of the first things I did was formally reintroduce our company’s purpose, the reason we do what we do. Avanade’s company purpose is to make a genuine human impact, something that is personal to me and more important to companies today than ever.

I was thinking about this earlier this year when our CEO Emeritus Adam Warby spent a day with a Generation Z young woman as part of Odgers Berndtson’s CEOx1Day programme. Our young guest CEO, Imogen Orchard, said one of the most important things she would be looking for in a company would be a strong sense of corporate citizenship. To me, that aligned instantly with our purpose.

Imogen’s perspective benefited us in two ways. Research tells us that working for a company they can believe in is especially important to Generation Z. When given the chance, they will choose a company whose purpose they can believe in. In fact, the 2019 Global Talent Trends report, as reported in The Guardian, indicated that 74% of candidates want a job where they feel their work matters. As a people-driven organisation that is constantly recruiting, this is important for us to know.

At an even deeper level, as a technology company, it is easy to get lost in the magic of what we can do for our clients and their customers. We can make their business processes faster, more efficient and accurate. We can show our clients how a digital transformation can help them reach their most ambitious business objectives. It’s what we do. Imogen and our company purpose remind us that what we do is important.

We at Avanade look forward to participating CEOx1Day again this year. I’m confident that once again my partner CEO will bring us valuable perspectives and a fresh way of looking at things. I’m looking forward to talking with her or him about the importance of purpose in companies today and how we are incorporating our purpose into every aspect of our business.”

Pamela Maynard is CEO of Avanade.

“The really important factor is the cultural commitment”

Debbie Crosbie, TSB

Debbie Crosbie, TSB
Photo: @ProfImages

“Over the course of my career I’ve come to recognise three factors that need to be in place in any organisation to help it make the best use of its talented female employees: organisational flexibility, proper personal support and a real cultural commitment to diversity. Now, as a CEO, I recognise my responsibility to influence all three.

I was fortunate that I didn’t have to choose between my career and having a family because my employer at the time, another high street bank, went beyond the HR policies it had in place to ensure I had maximum flexibility in how I organised my working week. As my career progressed, I also found the personal support available from successful female mentors invaluable. And now I realise that, while sometimes it can be exceptional executives and directors that inspire women into leadership, most of the time the really important factor is the organisation’s overall cultural commitment.

I’m taking part in CEOx1Day because it gives me an opportunity to provide someone with the type of support that I’ve benefitted from in the past. It will also help me to focus my attention on what support aspiring young women need today, to be the best talent in organisations tomorrow.

Being able to work flexibly, which I enjoyed early in my career, is now almost commonplace. The challenge for CEO’s today is to ensure that their organisations reflect the new needs of women leaving education or returning to work. Successful organisations now need to provide the flexibility to support young women to succeed in our less structured working economy, whilst balancing the millennial passion for wider social issues. It will be fantastic for me to hear first hand in the CEOx1day programme just how I can contribute to that.”

Debbie Crosbie is CEO of TSB.

“We hoped to create life-changing opportunities”

Kester Scrope

Kester Scrope, Odgers Berndtson

“From the outset, we set up CEO for a Day to help build personal connections between today’s most influential business leaders and an aspiring young generation of talent. Whilst no one’s pretending this will change the world, we hoped to create life-changing opportunities for some. We have offices in 30 countries and, I am glad to say having that, run the programme for almost ten years, around 1,000 graduates and CEOs have now taken part.

The case amongst CEOs for embracing meritocracy and diversity in all its forms is now well made and understood. The challenge has been to improve the execution to secure the talent they need and demonstrate greater fairness and purpose to an upcoming generation of younger people who—rightly—want to work for ethical and purposeful businesses and leaders.

Since launching CEOx1Day in the UK around half the young people chosen each year have come from less well represented groups and this year, we wanted to extend the opportunities. By partnering with charities—including the Social Mobility Foundation and the disability charity Leonard Cheshire—we hope to reach wider networks of talented young people who might not otherwise be aware of this opportunity.

Every year that I myself take part in CEOx1Day I’m struck by the curiosity, honesty and enthusiasm of the young people finally chosen to partner with a business leader for the day. Their questions often give food for thought and they bring a refreshing outside perspective to the challenges we face.

We might often discuss these things in broad terms, or a theoretical way but CEOx1Day makes them both personal and real.”

Kester Scrope is CEO of Odgers Berndtson’s UK and Asian Offices.

For more information about the CEOx1Day programme visit www.odgersberndtson.com

The post CEOx1Day: ‘Valuable perspectives and a fresh way of looking at things’ appeared first on Board Agenda.

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The campaign for dual-class listings in London

stock market listings

Are dual-class shares on the agenda for UK stock markets? Some media outlets certainly seem to think so.

Indeed, the Financial Times last week reiterated its belief that UK government has been discussing the possibility of allowing a dual-class capital structure. The paper’s leader writers have even written an editorial backing its exploration.

This week shareholders struck back. In an article for the FT George Dallas, policy director for the International Corporate Governance Network (ICGN), spelled out why it would be a bad idea.

Dallas argued that dual-class shares—share structures that allow some shares more voting rights than others—would “water down” the voice of shareholders at a time when a recently revamped Stewardship Code seeks to empower them.

Management accountability is “eroded” he said, causing them to become “entrenched and controlling owners”. Over time, he added, the benefits of control resulting from dual-class share structures, comes at a cost to small shareholders.

“The integrity of the London market is its major global calling card,” Dallas wrote. “This should not be compromised, and holding firm against dual-class shares will not marginalise the London market relative to it competitors.

“Yes, the Americans allow dual-class shares. But as you [the FT editorial] have observed on a range of matters, particularly in recent years, not everything coming out of the US is necessarily worth emulating.”

A global issue

Of course, the UK is in the midst of a general election and it is difficult to gauge whether any of the main parties have a particular passion for dual class. It’s not a topic that politicians generally campaign on, though its worth bearing in mind that left-leaning parties tend to prefer less power for corporate leaders, not more.

But why should a clamour for its introduction in the UK be emerging? One answer is that other stock markets do it. As Board Agenda has previously pointed out, dual-class listings have become something of a global issue. Debate has raged in the US where they are permitted because of the control they give to founders at tech giants like Facebook and Google. Meanwhile, Hong Kong recently permitted dual-class listing for the first time.

And why did it do that? Because, as already alluded to, big tech firms like dual-class listings and Chinese companies were veering toward the US for their flotations. And founders like them because they confer lots of power. Indeed, back in 2003, academics labelled such companies “dictatorship firms”.

The drive behind a discussion for dual-class shares in the UK is likely London Stock Exchange’s desire to win its share of the big tech listing action.

There’s also another reason why big tech is attractive for London. The number of companies listed in the UK has been on a downward trend since 2015. Currently at around 2,109, it’s better than it was in 2017 and early 2018, but significantly lower than the 2,429 of January 2015.

The fall in the number of US listed companies has also been a matter for public comment. If the future is tech then stock markets want their listings. And if their founders want dual-class shares, then the leaders of markets that don’t have them will likely to lobby for reform.

Checks and balances

Pressure in the UK seems to be growing, albeit slowly and out of the public eye; an editorial here a leaked government conversation there.

But it’s not just about competitiveness among exchnages. Some academics have argued that businesses with dual-class listings can increase company value because it enables corporate leaders to take a long-term view.

However, Stefan Petry of the University of Manchester, has pointed in out it can go wrong under some circumstances.

Firstly, “when growth and innovation slow down”. There are those that claim the big tech companies have become much like any other business in a mature market, so why would should they have special shares?

Secondly, succession is hard with dual-class shares. A single class of share ensures “control is not passed on via dictatorship”.

Lastly, “dramatic change” is difficult if a company hits a scandal. All powerful leaders via superior voting rights might prove resistant to reform.

Some argue “sunset clauses”—companies reverting to one-share-one-vote after a limited time—is the answer. ISS, a proxy adviser, already recommends seven years. Elsewhere, BlackRock, the world’s biggest asset manager, has proposed regular shareholder votes on capital structure with the board forced to explain why a dual-class system should be retained.

Shareholders should also get the right to vote on converting the structure back to one share one vote, they say.

Stock exchanges increasingly desire dual-class listings, and so does big tech. There are those that argue the subject shouldn’t just be an issue of listing rules, but a matter for government policy. If the UK becomes serious about them, checks and balances are likely to be an important part of the discussion.

The post The campaign for dual-class listings in London appeared first on Board Agenda.

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Children First Northamptonshire – Chair

Chair – Children First Northamptonshire Recruiter: Children First Northamptonshire Location: Northamptonshire Salary: Up to £800 per day/6 days per month Posted: 15 Nov 2019 Closes: 02 Dec 2019 Job Function: Chair Industry: Public Serving Our Children and Young People across two new unitary councils Chair Up to £800 per day/6 days per month In May […]

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NHS Scotland – Chair Appointments

NHS Scotland – Chair Appointments Reference: 1721 Remuneration: NHS Ayrshire & Arran and NHS Forth Valley posts is £31,149 per annum; and NHS Orkney is £28,854 per annum Location: Various locations throughout Scotland Closing date: 04 December 2019 at midnight Scottish Ministers are looking to appoint three new Chairs to the following Boards: NHS Ayrshire […]

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Norges Bank excludes G4S from portfolio over human rights concerns

Norwegian oil rig

Boardrooms were delivered a blunt reminder this week that human rights cannot be ignored.

Norges Bank, the $1,000bn sovereign wealth fund investing Norway’s oil revenues, announced it would exclude G4S from its portfolio because of an “unacceptable risk” that the company is either responsible for, or contributes to, “human right violations”.

G4S, one of the world’s biggest private employers with 570,000 people in 90 countries, never seems very far away from the headlines, but the Norges Bank announcement, which relates to migrant workers in Qatar and United Arab Emirates, throws a fresh spotlight on the company’s activities.

Perhaps more significant, however, is the belief among campaigners that the wealth fund’s decision could be the first of its kind. Investors have been acting against climate change for some time, withdrawing their money from fossil fuel assets, for example. But divesting because of human rights and labour rights is new.

According to Diana Eltahawy, head of the migrants programme in the Gulf for the Business and Human Rights Resource Centre: “This is why this decision is monumental and unprecedented. Human rights are just as important as climate. Companies really need to assess all their risks.”

A detailed investigation

Perhaps more noteworthy for boards concerned that they may become the focus of human rights attention is the methodology Norges Bank used to reach its decision.

The bank runs a “council of ethics” to probe such issues. The council not only looked at publicly available sources and materials provided by G4S itself on its employment practices in the Gulf, but also sent investigators to interview workers from Nepal, India and Pakistan over three separate years (2016, 2017 and 2018).

The council’s report revealed a detailed investigation that looked at recruitment processes, freedom of movement once workers had arrived in their host countries, and misinformation about wages and working conditions.

The report raised concerns about workers paying large recruitment fees, using their pay to settle debts incurred to pay the fees, having their passports removed, not being able to change employer and “contract substitution”, or being employed on one set of pay and working conditions only to find an entirely different environment on arrival.

The report said: “The Council finds that the company has behaved in a manner which is at the limit of, or outside, accepted norms, and that the norm violations constitute a pattern of behaviour.”

Eltahawy said others would be watching closely and taking note of the detailed investigation and the council’s willingness to recommend divestment.

“It sends a message to investors and large corporate about human rights,” she said. She also highlighted the importance of investment institutions in regulating corporate policies. “We certainly hope that investors will use their leverage to improve corporate behaviour across the world.”

G4S acknowledged it had been speaking to the council for the past three years, adding: “We wholeheartedly agree that migrant workers need care and support and deserve to be treated with dignity and respect at all times.”

The company said it carried out its own investigation and that it was “making good progress” on an action plan to “reinforce high standards” for recruitment and welfare, appointing a full time “migrant worker co-ordinator” to research recruitment agencies and their practices in countries of origin.

Human rights on the agenda

Though G4S’s workers may benefit from this decision, the Norges Bank action also shows that in addition to boardroom gender and ethnic representation, executive pay, climate risk and a host of other environmental, social and governance issues, human rights is front and centre of engagement concerns.

Its decision comes at a time when campaigners have become concerned that human rights as a boardroom issue in large multinationals has been overshadowed by a growing focus on managing climate risk, especially after action taken by protests groups such as Extinction Rebellion and the emergence of Greta Thunberg as a major public figure.

However, some international bodies have human rights and business in their sights. The UN gathered in Geneva last month to work on a new binding treaty for business and human rights, while the European Union is considering the introduction of new regulations mandating human right due diligence in corporate supply chains. France has already acted having implemented the Loi de Vigilance (law of vigilance).

Campaigners believe new laws have become inevitable because companies have failed to do the work themselves. But legal reform may be years away. In the meantime, Norges Bank has shown that one investor, at least, is willing to act. The question is whether others will follow.

The post Norges Bank excludes G4S from portfolio over human rights concerns appeared first on Board Agenda.

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