The Boardroom Blog

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Comply or explain: three ways to make a meaningful explanation

Thursday, March 15, 2012 | Posted by: Ben Langford
Categories: Governance, Thought Leadership | Tags: governance, FRC, Corporate Governance, FTSE 350, financial reporting, UK Corporate Governance Code, comply or explain, narrative reporting, institutional investors

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Corporate governance compliance appears to have plateaued so the focus is now on explaining why a company has not complied and acted the way it has.

Here we review the current mindset behind the ‘comply or explain’ principle, which underpins corporate governance in the UK, and look at three suggestions to improve the quality of explanations.

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‘Comply or explain’ is working, says FRC

Wednesday, December 14, 2011 | Posted by: Ben Langford
Categories: Governance, Stewardship Code, Thought Leadership | Tags: governance, FRC, Corporate Governance, FTSE 350, Corporate Governance Review, Stewardship Code, UK Corporate Governance Code, guidance, Turnbull, comply or explain, Financial Reporting Lab, institutional investors

The Financial Reporting Council (FRC), which oversees the UK’s corporate governance codes, released a new report today showing a strong uptake of new provisions among companies and shareholders. But the review also highlights some ongoing areas of concern…

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Corporate Governance Review 2011: Four areas for FTSE 350 to refocus on

Tuesday, November 22, 2011 | Posted by: Simon Lowe
Categories: Governance, Thought Leadership | Tags: governance, risk, Corporate Governance, Simon Lowe, FTSE 350, Corporate Governance Review, annual report, risk management, diversity, chairman, principal risks, comply or explain, annual reports, FTSE 100, FTSE 250

Our 10th annual Corporate Governance Review highlights the current trends and challenges that face the FTSE 350. While the UK’s top performing companies have made considerable achievements over the last decade, the review shows where the new focus areas lie.

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New UK Takeover Code changes explained post-Cadbury/Kraft

Tuesday, November 15, 2011 | Posted by: Grant Thornton
Categories: Governance, Thought Leadership | Tags: report, M&A, finance, mergers, acquisitions, Cadbury, Takeover Code, Kraft, takeover panel, takeovers, hostile

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The acquisition of Cadbury plc by the US-based Kraft Food Inc in 2010 caused a public outcry and political debate on the UK takeover regime. As a result, new rules have come into force on UK public company takeovers. What are the key amendments, and how will they impact future M&A and takeover activity?

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Highlights from the 2011 FTSE 350 Corporate Governance Review

Wednesday, October 26, 2011 | Posted by: Simon Lowe
Categories: Governance | Tags: governance, FRC, Board, compliance, FTSE 350, diversity, chairman, comply or explain, auditor, Davies report, transparency, effectiveness, internal control

Discover the key findings on compliance, board diversity, remuneration and other governance issues in our FTSE 350 Corporate Governance Review, published next month.

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Pressure remains on companies to improve female representation on boards

Thursday, October 13, 2011 | Posted by: Ben Langford
Categories: Governance, Non-executive director | Tags: Board, FTSE 350, women, boardroom, gender, women in business, diversity, female, review, quotas, Lord Davies, directors, representation, Ben Langford, Davies report

Fresh changes to the UK Corporate Governance Code by the Financial Reporting Council (FRC) this week seek to “strengthen the principle of boardroom diversity” – and companies are being urged to respond rapidly.

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The future of narrative reporting

Thursday, October 13, 2011 | Posted by: Simon Lowe
Categories: FRC, Governance | Tags: governance, FRC, Corporate Governance, Simon Lowe, FTSE 350, Corporate Governance Review, financial reporting, BIS, annual reports, IIRC, Ben Langford, narrative reporting

Government plans to rationalise the structure, format and content of annual reports are aimed to improve clarity for investors.

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We are Auditor of the Year for the second year running!

Wednesday, May 11, 2011 | Posted by: Grant Thornton
Categories: Governance | Tags: Grant Thornton, survey, FD, finance director, ICAEW, Michael Izza, Phil Crooks, Audit, FD Excellance Awards, Awards

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On Tuesday night, Grant Thornton was announced as the winner of the Auditor of the Year (Large Six) category at The FDs’ Excellence Awards for the second year running.

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What’s new for FDs in 2011

Friday, May 06, 2011 | Posted by: Fiona Cullinan
Categories: FRC, Governance, Thought Leadership | Tags: governance, report, pensions, FD, CFO, finance director, Bribery Act, financial reporting, guide, anti-corruption, IFRS, news, UK GAAP, iXBRL, regulatory, auto-enrolment

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Are you a finance director? Here’s a quick guide to all the new financial reporting issues and regulatory changes set to impact private and listed companies this year.

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Corporate governance framework for European companies: what needs to be improved?

Tuesday, April 12, 2011 | Posted by: Fiona Cullinan
Categories: Governance | Tags: governance, Board, Corporate Governance, Simon Lowe, women, gender, UK Corporate Governance Code, diversity, Europe, guidance, comply or explain, debate

Last week the European Commission launched a public consultation into European corporate governance, its effectiveness and possible ways forward. On the discussion agenda are board effectiveness, gender diversity, short-termism and the failure of self-regulation prior to the economic crisis. Read on to join the debate.

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Essentials unravelled for non-executive directors

Tuesday, April 05, 2011 | Posted by: Fiona Cullinan
Categories: FRC, Governance, Non-executive director, Thought Leadership | Tags: tax, governance, report, FRC, Board, pensions, Bribery Act, financial reporting, UK Corporate Governance Code, NEDs, NED, FRRP, iXBRL, guidance, auto-enrolment

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What issues will be topical during the current reporting cycle for private and non-listed companies? And what are their wider business concerns? Grant Thornton’s new guide helps non-executive directors (NEDs) understand the issues.

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New guidance on what makes an effective board

Tuesday, March 22, 2011 | Posted by: Fiona Cullinan
Categories: FRC, Governance | Tags: governance, FRC, Board, women, gender, UK Corporate Governance Code, diversity, succession planning, NED, guidance, chairman, Higgs, composition

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The long-awaited replacement of the Higgs Guidance was released this month. So what do you need to know?

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UK boards need more women directors – but how?

Thursday, March 03, 2011 | Posted by: Ben Langford
Categories: Governance, Non-executive director | Tags: statistics, research, Board, compliance, FTSE 350, women, gender, diversity, female, review, rotation of directors, 30 percent club, quotas, Lord Davies, directors, representation, inclusion

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Companies have a last chance to increase female representation on boards from 9% to 25%, with the threat of quotas if they fail to comply.

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Eight key changes in UK Corporate Governance Code

Thursday, February 17, 2011 | Posted by: Fiona Cullinan
Categories: Governance, Research | Tags: governance, FRC, Board, FTSE 350, non-executive director, women, gender, remuneration, UK Corporate Governance Code, diversity, NED, bonuses, chairman, Turnbull

In the fast-changing landscape of UK corporate governance, what are the key recent changes that UK boards need to be aware of?

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Six ways to improve your principal risk reporting

Wednesday, February 09, 2011 | Posted by: Fiona Cullinan
Categories: FRC, Governance, Risk | Tags: governance, risk, FRC, compliance, financial, annual report, disclosure, FRRP, principal risks, business review, reporting, directors' report

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Many companies are not being clear enough when reporting the principal risks and uncertainties facing their business, said a concerned Financial Reporting Review Panel last week. What steps can businesses take to improve compliance?

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Executive salaries and bonuses – time to take stock

Monday, January 10, 2011 | Posted by: Fiona Cullinan
Categories: Governance, Thought Leadership | Tags: governance, economy, talent, incentives, remuneration, salaries, performance, salary, bonuses, share options, pay, executive, reward, shareholders, incentivise, results

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FTSE 100 director bonuses fell by 30% last year but have jumped 22% this year. Basic salaries and share incentives are also up. Are the good times back? Damon Syson reviews the lie of the land for executive salaries.

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Interview Part 2: Professor Sandra Dawson, on governance in charities

Monday, December 13, 2010 | Posted by: Simon Lowe
Categories: Governance, Non-executive director | Tags: governance, risk management, risk committees, charitable boards, non-execs, charities

In Part 2 of our interview, Professor Sandra Dawson, non-executive director at the FSA and Oxfam, talks of her experience of governance in the commercial and charitable worlds.

Can boards of charities learn more about governance from the corporate world?

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Interview Part 1: Professor Sandra Dawson, on good governance

Monday, December 13, 2010 | Posted by: Simon Lowe
Categories: Governance, Non-executive director | Tags: governance, FRC, NED, Higgs, FSA, Sir David Walker, board evaluation, Code, non executive director, independence

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The governance landscape is changing - are you ready?

Friday, December 10, 2010 | Posted by: Simon Lowe
Categories: Governance, Research, Thought Leadership | Tags: FTSE 350, board, Stewardship Code, UK Corporate Governance Code, chairman, governance,

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Our 2010 FTSE 350 Corporate Governance Code highlights key issues in governance trends in the UK’s leading companies and assesses whether they are prepared for the requirements of new governance guidance

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Comparing corporate governance in India and the UK

Wednesday, November 17, 2010 | Posted by: Fiona Cullinan
Categories: Governance, Thought Leadership | Tags: business, India, investment, governance, risk, FRC, M&A, bribery, Stewardship Code, anti-corruption, banking crisis, scandals

Corporate scandals involving companies like the Maxwell Group, Enron, WorldCom and Satyam, and the recent banking crisis, have influenced the corporate governance norms in the US, the UK and India. Our recent India Watch article examines the key differences between the corporate governance regimes in both the UK and India.

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