Gouvernance | Page 2

Bonjour à toutes et à tous, Grant Thornton a publié récemment l’édition 2015 de sa revue annuelle de gouvernance basée sur l’analyse des rapports annuels des entreprises britanniques du FTSE350 : « Trust and Integrity – Loud and Clear? ».

Quelques faits saillants :

The 2015 figures show a slight drop in the number of FTSE 350 companies who complied with all but one or two Code provisions (90% compared to last year’s 93.5%). And overall the level of full compliance for the FTSE 350 has decreased slightly from 61% to 57%. However this is offset by an improvement in the quality of explanations, with 69.4% providing good quality explanations against 59.3% last year.

The principal area of non-compliance is board independence.

55% quality shareholder engagement falls from 64%

Only 54% of companies make a passing reference to culture and values, more FTSE 350 chairmen discussed culture in their primary statements.

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