February 2012

UK

Plain English Guide to FOI

The Information Commissioner’s Office in England has released a Plain English guide to FOI. There has not been a similar move yet in Scotland.

Rest of the world

Company Secretaries in Australia will not be criminally liable for breaches of the Corporations Act

A 2012 reform bill will amend the Corporations Act so that Company Secretaries will only face civil action not criminal.

Events

Essential Skills for Board Members (formerly known as On Board)

21 February 2012, Edinburgh

Cipfa Certificate in Corporate Governance

Launch 22 February 2012.

December 2011

UK

Developments in corporate governance

Slightly tangential to college governance but interesting nonetheless is the FRC’s report ‘Developments in Corporate Governance 2011 - The impact and implementation of the UK Corporate Governance and Stewardship Codes’. The report analyses how the UK Corporate Governance Code for listed companies and the UK Stewardship Code for investors are being implemented. The report also highlights where it would like to see improvements being made especially by audit and remuneration committees.

A study of corporate directing – 25 years on

An ESRC-funded study of corporate directors has recently been completed and there are some parallels with college governance that are interesting. A summary of the research can be found here.

A sample non-executive director's appointment letter

Clerks and Secretaries to the Board may find this sample letter helpful. Although there are several paragraphs that do not apply, there is other text that might be helpful.

October 2011

UK

Take your seat: The OCPAS Annual review 2010-11
This is the final annual report from OCPAS as it is now part of the Commission for Ethical Standards in Public Life in Scotland (since 1 April 2011).

Women on Boards: 6 month Monitoring Report
Cranfield University School of Management has published a report examining progress in meeting the recommendations of the Davies Report on women on boards. Since the Davies report was published, there have been 21 appointments to FTSE100 companies and the percentage of FTSE100 board positions held by women has increased from 12.5% to 14.2%.

Changes to the UK Corporate Governance Code
Following Lord Davies’ recommendation that gender diversity should be formally written in to the Code, the Financial Reporting Council ran a consultation exercise and the results of this have been published. The FRC has decided to make some small changes to the Code and these will take effect from 2012.

New CEO at OSCR
OSCR say farewell to Jane Ryder and welcome David Robb.

OSCR has published its Annual Report for 2010-11.

The Standards Commission in Scotland has published its Annual Report and Accounts for 2010-11k

September 2011

No news to report.

August 2011

UK

IoF will publish additional guidance on accepting donations (free registration may be required to access this)

Even before the furore over the destination of profits from the final edition of the News of the World, the IoF had realised that some additional guidance was required and began to prepare this. However, no publication date has been set for the document, which has a working title of Gift acceptance processes.

Women on Boards –the Davies Review, a voluntary code is introduced

Executive recruitment firms have announced that they will follow a voluntary code of practice in response to the Davies Review. The voluntary code addresses gender diversity and best practice for board level appointments.

Cipfa Events

The full list of Cipfa events can be found here: http://www.cipfa.org.uk/scotland/events.cfm?fromdb=yes

Influencing skills

Thursday 18 August 2011, Edinburgh

Building a better balanced scorecard

Tuesday 13 September 2011, Edinburgh

The effective audit committee

Tuesday 27 September 2011, Edinburgh

Introduction to risk

Thursday 13 October 2011, Glasgow

July 2011

UK

The Bribery Act comes into force on 1 July
Some useful notes from the Institute of Directors in relation to the Bribery Act and its implications for businesses.

The red tape challenge
Whistle blowers are being encouraged to blow the whistle wherever they find red tape that allows inconsistent and over-zealous application of rules and regulations instead of letting common sense prevail.

Women on boards
There have been a few initiatives recently to take forward some of the recommendations of the Davies Report. This summary is a useful reminder of things to consider.

Events

Cipfa event: The Governance Implications of Shared Services, Merger, Integration & Disinvestment

June 2011

UK

Narrowing of the gender gap in non-exec appointments?

It may a reaction to the Davies report which hinted at quotas for women non-execs but the number of women being hired as non-executive directors to FTSE 100 companies is running at nearly double the rate it was previously.

Succession planning: a brief guide for clerks and governors

This short guide is designed to help board members future-proof their board by thinking through the process of succession planning in order to maintain excellent governance.

FRC consultation on gender diversity on boards

This consultation is in response to the revised UK Corporate Governance Code which includes a principle that recognises the value of diversity in the boardroom (Supporting Principle B.2), which states that ‘the search for board candidates should be conducted, and appointments made, on merit, against objective criteria and with due regard for the benefits of diversity on the board, including gender’.

Board evaluations still too infrequent according to ICSA

Just 33 out of the top 200 listed UK companies undertook external evaluation in 2010. A new code provision (B.6.2) of the UK Corporate Governance Code recommends that externally facilitated board reviews should be carried out at least every three years.

Joining the right board

ICSA has published guidance on how prospective directors should undertake due diligence before joining a company. Much of this can be re-contextualised for college board members.

USA

Rewards for whistle-blowing

A slightly tangential article but the SEC in the US has instituted rewards, according to criteria, for whistle-blowers.

May 2011

UK

Case studies of governance arrangements in the further education sector (UK, Australia, Spain, USA)
This review was undertaken by LSIS for the Welsh Assembly Government’s governance review of further education in Wales. LSIS were given a specific brief to look at discrete areas, which accounts for the differences in length of the various studies.

Scottish private schools ask to be removed from OSCR’s high risk charities list
The Scottish council of Independent Schools has requested that ‘independent schools from its list of charities considered at high risk of failing to provide a public benefit’.

Financial Reporting Council consults on boardroom diversity
Following on from the publication of Women on Boards in February, the FRC is consulting on whether the UK Corporate Governance Code should be revised to require listed companies to publish their policy on gender diversity in the boardroom and report against it annually. This FRC consultation closes on 29 July 2011.

Grant Thornton Ireland Corporate governance review 2011
This annual review explores the level of compliance of ‘companies listed on the Main Securities Market of the Irish Stock Exchange with the disclosure provisions of the Combined Code on Corporate Governance’. The review suggests that Irish listed companies have much to do in order to be complaint.