Upcoming Events

There are no upcoming events.

Professional Standards Authority – Chair

Chair – Professional Standards Authority Recruiter: Professional Standards Authority Location: London Salary: Remuneration £34,530 per year (2 days per week) Posted: 26 Nov 2019 Closes: 13 Dec 2019 Job Function: Chair Industry: Health The Professional Standards Authority for Health and Social Care promotes the health, safety and wellbeing of patients, service users and the public […]

The post Professional Standards Authority – Chair appeared first on NEDworks.

[…]

Form: Insolvency practitioners: administration and administrative receivership – Schedule of funds.

CAU 104: administration and administrative receivership – Schedule of funds. […]

Airedale NHS Foundation Trust – 2 Non-Executive Directors

2 Non-Executive Directors – Airedale NHS Foundation Trust Airedale NHS Foundation Trust are recruiting two Non-executive Directors. The Trust are particularly interested in applicants with clinical experience (who will Chair our Quality and Safety Committee) or a commercial finance background. Non-Executive Director (2 roles) Non-Executive with a clinical background (and Chair of Quality and Safety […]

The post Airedale NHS Foundation Trust – 2 Non-Executive Directors appeared first on NEDworks.

[…]

A manifesto for UK leadership on corporate governance

boardroom, chair, chairman, board, ftse 100

In October, MPs and peers voted in favour of an early general election in the UK, bringing to an end a Parliamentary session defined by Brexit but also characterised by the neglect of important business policy reforms.

The nature of the UK’s departure from the EU will undoubtedly dominate much of the debate in the weeks running up to the vote. However, the end of a Parliamentary session should also enable policymakers to pause and take a wider view on what legal and policy framework ought to look like over the coming years and well into the future.

One area that has requires more studied consideration from lawmakers is corporate governance. Historically, this issue tends to feature very sparingly in the manifestos of most political parties. However, both Labour and the Liberal Democrats have issued extensive policy documents outlining how they would reform the system by which companies are directed and controlled.

While Labour’s proposals were undoubtedly the more sweeping—including mandating for boards to comprise a third of workers—both parties seemed to advocate a notable shift toward a European, stakeholder-oriented approach. Meanwhile, though the Conservative Party fought shy of specific recommendations, they too stated they wish to “strengthen” the UK’s corporate governance system. In fact, the question of how companies are overseen has become central to the debate, also cutting across other key issues, such as the size and remit of the state.

With the corporate governance debate galvanised, and high-profile corporate collapses still eating away at public trust, the Institute of Directors (IoD) has issued its own Corporate Governance Manifesto to inform the discussion and help restore wider confidence in business.

Our ten specific policy recommendations are designed to achieve three broad objectives: firstly, to increase the accountability of our corporate governance system to wider society; secondly, to improve the competence and professionalism of UK board members; and thirdly, to enhance the ability of board members to pursue long-term, sustainable business behaviour.

A commitment to high standards

The vast majority of business leaders take their responsibilities seriously; however, the wider public often feels that directors lack accountability. This is not a straightforward problem to fix, but we believe that the business community needs to take measures to demonstrate its commitment to high behavioural standards. The IoD is therefore proposing that the government should support the introduction of an industry-led Code of Conduct applying to board members of our largest companies.

It appears to be something of a historical anomaly that though doctors, lawyers and accountants are all bound by professional codes of conduct, directors are not.

Failings, perceived and real, on the part of the auditing sector have provided a specific source of public concern, and the industry should be subject to a statutory regulatory body with strong investigative and enforcement powers. We therefore support the establishment of the Audit, Reporting and Governance Authority as called for by Sir John Kingman in 2018.

Although doctors, lawyers and accountants are all bound by professional codes of conduct, directors are not

However, while supporting Sir John’s recommendations on the oversight of auditors, we feel that that having corporate governance and investor stewardship regulated within the same body as statutory audit is a far from ideal approach. We therefore suggest the establishment of a new Corporate Governance Commission that would be able to focus on stewardship and corporate governance working closely with industry.

Coupled with our desire to see the introduction of an industry-led Code of Conduct for our biggest firms, we would also like to see the government mandate minimum training requirements for directors appointed to boards of such entities. In the UK almost anyone over the age of 16 can become the director of a corporate entity. While that may be the marker of a free economy it is clear that the directorship of a significant entity is a major social responsibility, and a minimum level of governance knowledge could help ensure all board members take that responsibility to heart.

Additionally, externally led board evaluations have become an increasingly important aspect of how boards seek to assess their own competence. Up until now, such evaluations have been subject to limited scrutiny and there is little consistency between them. We therefore believe that the government should push forward with the introduction of a voluntary Code of Practice for the providers of board evaluation.

Defining a business purpose

The support among two major parties for a less shareholder-centric governance model is in part reflective of a wider shift in the business community itself, which seeks to put purpose alongside profit as a firm’s overriding mission. To build upon this development, government could encourage companies to adopt clearly defined ‘business purpose’ clauses in their annual reports.

Similarly, with the view that public sector outsourcers often exist under a different market environment to other businesses, we’ve suggested that the government explore opportunities to define a new corporate form—the Public Service Corporation. This form could allow those providing outsourced government services to adopt an approach that balanced the interests and obligations relating to its various stakeholders, including its shareholders, employees, pensioners, creditors and public sector clients. In doing so, we believe the Public Service Corporation could offer a way in which to address concerns about how public money is spent on private sector contracts.

The government should explore opportunities to establish a UK sovereign wealth fund to invest in the green and sustainable companies of the future

Of course, climate change—perhaps the defining issue of our times—has been a key driver of the ‘shareholder-versus-stakeholder’ debate, and we believe that corporate governance can be leveraged to help deliver the government’s green objectives. The government should explore opportunities to establish a UK sovereign wealth fund to invest in the green and sustainable companies of the future and in doing so embed the highest standards of corporate governance across the economy. The government should also support the implementation on an appropriate reporting framework for climate-related financial disclosures.

We believe that, if implemented, these recommendations would reinforce the UK’s pre-eminent position in the global corporate governance space and provide a model for the rest of the world to emulate. In any event, in order to deliver its agenda, the next government will have to work constructively with business to create an environment that enables directors to lead sustainable purposeful businesses which are both profitable and internationally competitive.

Carum Singh Basra is corporate governance policy adviser at the Institute of Directors.

The post A manifesto for UK leadership on corporate governance appeared first on Board Agenda.

[…]

Board moves: Lookers signs tech non-exec Heather Jackson

parked cars, Lookers, Heather Jackson

Digital expertise: Heather Jackson

Heather Jackson, currently a non-executive at JD Sports, has joined the board of Lookers, the motor dealer struggling with a troubled market for cars.

Jackson, a former global chief information officer at HBOS, joins as a non-executive. Her portfolio also includes non-executive roles at Skipton Building Society and Ikano Bank.

Lookers sells new and used cars online and will be looking to Jackson for digital experience.

Lookers has hit difficulties in recent months. At the beginning of November it issued a profits warning saying full-year underlying profits would be around £20m instead of the forecast £38m. It also announced the departure of chief executive Andy Bruce and chief operating officer Nigel McMinn. Chair Phil White became executive chair, while non-executive Richard Walker stepped up to a part-time executive role.

A statement said: “As reported in the Group’s interim results statement trading during the six months ended 30 June 2019 was challenging.

“This was driven by ongoing weakness in consumer confidence in the light of political and economic uncertainty, pressure on used car margins and retail cost inflation.”

The post Board moves: Lookers signs tech non-exec Heather Jackson appeared first on Board Agenda.

[…]

Board moves: Tristel appoints Bruno Holthof as chair

Tristel medical hygiene products

New chair: Bruno Holthof

Tristel, a manufacturer of infection control and hygiene products, has appointed Dr Bruno Holthof as non-executive chair.

Holthof joined Tristel in February this year as a non-executive and will take over the chair role from Paul Barnes. An interim, Barnes stood in after the departure of Francisco Soler in December last year. Barnes will stay on as a non-executive.

Holthof is currently chief executive of Oxford University Hospitals. He has also served as CEO of the Antwerp Hospital Network, making it the most profitable hospital group in Belgium.

Tristel makes disinfectants and anti-infection products for use in hospitals, including animal treatment centres.

Turnover for the 12 months to June 2019 was up 18% to £26.2m

The post Board moves: Tristel appoints Bruno Holthof as chair appeared first on Board Agenda.

[…]

British Academy issues principles to ‘put purpose at the heart of business’

business purpose, purpose and profits

Anglian Water this year changed its articles of association, or constitution, to recognise that its business purpose went beyond profits and benefits for shareholders to include long-term value for customers, communities and “positive outcomes” for the environment and society.

The move was the latest in a long line that places company purpose ahead of short-term gains. This week Oxford University professor Colin Mayer took the argument a step further, laying out a set of eight principles to aid companies in their journey to become “purposeful companies”.

Written on behalf of the British Academy, the UK’s national body for the humanities and social sciences, Principles for Purposeful Business sets out a conceptual framework to guide businesses and lawmakers toward policies and practices that should help corporates “profitably solve the problems of people and planet,” and prevent companies from doing harm.

This has been the topic of much discussion in recent weeks and months, though the issue has been a feature of governance debate since the financial crisis of 2008 reduced trust in business to historically low levels and challenged the legitimacy of capitalism. Mayer himself wrote in his 2012 book, Firm Commitment, that the corporation was “becoming a creature that threatens to consume us in its own avaricious ambitions”.

Among the principles (see full list below) company law should enshrine purpose “at the heart of the corporation”; company directors should practice “high duties of engagement, loyalty and care” toward public interests; shareholders should support corporate purpose in addition to their rights to a financial benefit; board structures should align managerial interests with purpose; performance should be measured based on “fulfilment of corporate purpose”; measures should examine the “impacts and investment” in workers, societies and natural assets.

According to Mayer some companies already recognise the fact that many corporates have failed to deliver benefits beyond their shareholders to the wider community and other stakeholders. Others have not.

“Restoring trust between businesses, stakeholders and society demands us to act differently,” said Mayer.

“The eight principles intend to enable corporations to act deliberately, boldly and profitably, to meet global goals and tackle problems of society, people and planet.

“A rethink of capitalism is possible, and here’s how it’s done.”

Need for change

Mayer is clearly on a mission. Indeed, at Oxford he leads the “future of the corporation programme”. But he is not alone in recognising the need for change. In August, leaders of some of the largest companies in the US—members of the Business Roundtable—pledged to “redefine corporate purpose”. This might have passed most people by but for the fact that Roundtable members include JP Morgan CEO Jamie Dimon and Amazon founder Jeff Bezos, causing the story to hit headlines around the world.

Dimon, chair of the Roundtable, even associated the topic of business purpose with the US’s central cultural value, the “American dream”, which he described as “alive and well, but fraying”.

Purpose has not been ignored in the UK either. Indeed, the topic is deeply embedded in the upcoming general election—at least in the manifestos of the Labour and Liberal Democrats.

Labour has proposed a rewrite of the 2006 Companies Act giving directors a duty to “promote the long-term interests of employees, customers, the environment and the wider public”. The corporate governance code will be amended to include disclosing evidence of tackling climate change and companies will be offered the opportunity to switch to a “dual board”.

The Liberal Democrats were more explicit about their interests in business purpose. The party said it would introduce reforms to ensure large companies publish a “formal statement of corporate purpose”. This would include “considerations such as employee welfare, environmental standards, community benefit and ethical practice, alongside benefit to shareholders”. The Lib Dems also want companies to report on their “wider impact” on “society and the environment”.

The Conservatives provide scant detail on their aims for governance other than to strengthen it through reforms to the insolvency regime and the regulation of the audit market.

Companies in the UK are already under some pressure to confront the issue of purpose. The refreshed corporate governance code published last year includes Principle B: “The board should establish the company’s purpose, values and strategy, and satisfy itself that these and its culture are aligned. All directors must act with integrity, lead by example and promote the desired culture.”

However, there is no reference to “do no harm” as a duty and the code remains soft law compared to duties written into primary legislation. The Companies Act 2006, which currently details directors’ fiduciary duties, only mentions purpose obliquely.

A cultural challenge

Mayer’s report received a warm welcome in some circles. According to Luke Hildyard, director at the High Pay Centre, Mayer “accurately” describes the UK’s “extreme form of capitalism”. What worries him is whether UK companies can adjust.

“While just 2% of people feel that the UK economy is on the right track,” he says, “changing the culture of the business and finance establishment will be hugely challenging.”

He highlighted research with the TUC that shows returns to shareholders have grown six times faster than wages for the median worker over the past years. This he sees as evidence that corporates are still acting to satisfy shor-term demands.

“Businesses remain under immense pressure to deliver bigger profits and higher dividends with decisions governed by reporting cycles and share price movements while the consequences for the workforce, the environment and wider society is an afterthought by comparison.”

Elsewhere, Anglian Water’s approach chimes with proposals from the Institute of Directors (IoD), which last week issued its own governance manifesto. One of the IoD’s recommendations was for companies to write “business purpose clauses” into their constitutions, a proposal that echoes Lib Dem thinking.

According to Carum Singh Basra, corporate governance policy adviser at the IoD, directors should be leading “purposeful businesses” that are profitable and competitive.

“In line with this desire and consistent with the British Academy’s findings, we have called on government to encourage companies to adopt clearly defined business purpose clauses, either in their constitutional framework, or elsewhere in their annual report,” he said.

Prof Mayer and the British Academy have given fresh legs to the campaign for business to be purpose-driven with a significantly different approach to capitalism. It’s unclear how a new Conservative government might react. But boards will need to give it serious thought if Labour and the Lib Dems hold power after the election.

Purpose principles

1. Corporate law should place purpose at the heart of the corporation and require directors to state their purposes and demonstrate commitment to them.
2. Regulation should expect particularly high duties of engagement, loyalty and care on the part of directors of companies to public interests where they perform important public functions.
3. Ownership should recognise obligations of shareholders and engage them in supporting corporate purposes as well as in their rights to derive financial benefit.
4. Corporate governance should align managerial interests with companies’ purposes and establish accountability to a range of stakeholders through appropriate board structures. They should determine a set of values necessary to deliver purpose, embedded in their company culture.
5. Measurement should recognise impacts and investment by companies in their workers, societies and natural assets both within and outside the firm.
6. Performance should be measured against fulfilment of corporate purposes and profits measured net of the costs of achieving them.
7. Corporate financing should be of a form and duration that allows companies to fund more engaged and long-term investment in their purposes.
8. Corporate investment should be made in partnership with private, public and not-for-profit organisations that contribute towards the fulfilment of corporate purposes.

From The British Academy’s Principles for Purposeful Business.

The post British Academy issues principles to ‘put purpose at the heart of business’ appeared first on Board Agenda.

[…]

Bromley Healthcare – Chair

Chair – Bromley Healthcare Recruiter: Bromley Healthcare Location: Orpington, Greater London Salary: Remunerated Posted: 21 Nov 2019 Closes: 18 Dec 2019 Job Function: Chair Industry: Health Position Type: Part time Since its inception in 2011, Bromley Healthcare has aimed to be the best community care provider, striving for the provision and delivery of caring, safe […]

The post Bromley Healthcare – Chair appeared first on NEDworks.

[…]

Low Level Waste Repository – Independent Non-Executive Director

Independent Non-Executive Director – Low Level Waste Repository Recruiter: Hays Client Branded Location: Cumbria Salary: £1.7k per day Posted: 27 Nov 2019 Closes: 03 Jan 2020 Ref: 3718624 Position/Level: Board Responsibilities: Executive Management Sector: Public Sector Contract Type: Permanent Language: English Low Level Waste Repository Independent Non Executive Director (Chair of Audit and Risk Committee) […]

The post Low Level Waste Repository – Independent Non-Executive Director appeared first on NEDworks.

[…]

The National Nuclear Laboratory (NNL) – Non-Executive Director

Non-Executive Director – The National Nuclear Laboratory (NNL) Recruiter: Green Park Location: London and UK various Salary: Remuneration will be £25,000 per annum. Posted: 27 Nov 2019 Closes: 5 Jan 2020 Ref: 9122 Position/Level: Board Responsibilities: Executive Management, Strategy Sector: Public Sector Contract Type: Permanent Language: English The National Nuclear Laboratory (NNL) is the national […]

The post The National Nuclear Laboratory (NNL) – Non-Executive Director appeared first on NEDworks.

[…]