mission et composition du conseil d’administration

L’Autorité prudentielle de la Banque d’Angleterre vient de publier un Supervisory Statement intitulé « Corporate governance: Board responsibilities » (SS5/16, mars 2016).

The Prudential Regulation Authority has published a policy statement and accompanying supervisory statement concerning the responsibilities of boards.

The purpose of this supervisory statement is to identify, for the boards1 of firms regulated by the Prudential Regulation Authority (PRA), those aspects of governance to which the PRA attaches particular importance and to which the PRA may devote particular attention in the course of its supervision. It is not intended to provide a comprehensive guide for boards of what constitutes good or effective governance. There are more general guidelines for that purpose, for example the UK Corporate Governance Code, published by the Financial Reporting Council.

À la prochaine…

Ivan Tchotourian

Le Climate Disclosure Standards Board a publié un bilan de la divulgation extra-financière des entreprises dans les domaines environnemental et des gaz à effet de serre du FTSE500 (ici), suite à la réforme introduite au Company Act 2006 en 2013 (Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013).

Voici quelques chiffres extraits de ce bilan :

Principal risks : 41% of companies consider environmental risks in their analysis of the principal risks to their company.

KPIs : 27% of companies make use of environmental KPIs. Of those that do, the majority use one of four main categories of KPIs based on: GHG emissions, energy, water or waste management (Figure 1).

Future development : 42% of companies identify environmental matters when considering the future development, performance or position of their company.

Environmental policies : 87% of companies disclosed environmental policies, 78% disclosed their policies and provided an indication of the effectiveness of those policies.

Environmental impacts : 90% of companies disclosed information regarding the environmental impacts of their business operations (Figure 2). Of the 10% that did not, 70% provided an explanation as to why that information was omitted.

GHG emissions : The Regulations require the disclosure of total annual GHG emissions (CO2e) for which a company is responsible. 90% of companies disclosed their total annual GHG emissions. 77% of companies disclosed the breakdown of both Scope 1 and 2 GHG emissions. 41% of companies disclosed omitted emission sources and explained the reasons for omission. Of the companies who explained omissions, the majority (44%) cited materiality as the main reason for omission (Figure 3). The sources of GHG emissions omitted by companies varied widely. Figure 4 shows the range of general categories of information omitted.

À la prochaine…

Ivan Tchotourian

Andrew Bailey, haut responable de la Prudential Regulation Authority britannique, s’est exprimé le 3 novembre 2015 devant la Banque d’Angleterre sur le thème suivant : « Governance and the role of Boards« . Je résume en quelques mots : rendre simple ce qui est complexe !

Morceau choisi :

The PRA has close contact with many Boards, so as supervisors what do we expect of Boards? Three things stand out for me:-

1. we expect Boards to exercise good judgment in overseeing the running of the firm and to do so on a forward-looking basis;

2. that judgement is improved by good constructive challenge from Non-Executives. A firm’s culture should promote discussion, debate and honest challenge. The alarm bells ring for us when we are told that the CEO or other Senior Executives are very sensitive to challenge;

3. so we as supervisors depend on Non-Executives, under the leadership of the Chair, to challenge the Executive in all aspects of the firm’s strategy, which includes the viability and sustainability of the business model and the establishment, maintenance and use of the risk appetite and management framework. We also of course rely on the Non-Executives to mentor and coach the Executives and balancing this with the essential ability to challenge is a vital component of an effective Board.

(…) So, let me put forward a proposition for Boards. It is the job of the Executive to be able to explain in simple and transparent terms these complex matters to Non-Executives. In doing so, you should understand the uncertainty around judgements, in what circumstances they could be wrong, and how there can reasonably be different ways to measure things like liquidity. Non-Executives should not be left to find the answers for themselves, and they should not feel that they have to do so out of a lack of sufficient confidence in what they are being told. In other words, they should not be pointed towards the haystack with warm wishes for the search ahead.

À la prochaine…

Ivan Tchotourian