Directors’ duties guidance highlights importance of strong direction        

The recent administration of British Home Stores was an excellent example of what can happen when the duties of a director are overlooked. As well as Sir Philip Green, then-current director Dominic Chappell has been facing criticism for buying the firm in a ‘get rich quick’ deal to benefit only his own bank balance, without giving due care to the needs of shareholders and employees. Continue reading

Why your organisation needs to address the Corporate Manslaughter and Corporate Homicide Act

Introduced in 2008, the Corporate Manslaughter and Corporate Homicide Act 2007 (CMCHA) is designed to set out what happens when ‘corporate manslaughter’ is committed. This crime is committed if the death of a human being is due to serious management failures, and places the entity as accountable for the death rather than any particular individual. Continue reading

Charities (Protection and Social Investment) Act is now law

The Charities (Protection and Social Investment) Act 2016 originates from a 2014 draft bill called the Protection of Charities Bill, which was created with the purpose of giving the Charity Commission greater powers for tackling those culpable of abuse in charities.

This Act received Royal Assent on 16th March 2016, and changed the law relating to charities in a number of ways. Only two of the Act’s provisions came into force at the time of its receiving Royal Assent, and its other measures are set to be phased in over the remainder of this year and into 2017. Continue reading

How much detail should board papers really contain?

One subject that can be depended on to crop up time and time again in boardrooms is the quality of board papers, and in particular, the level of detail contained within them. Much frustration often prevails in boardrooms over the matter of whether certain board papers are too detailed or not detailed enough. Nor can there be any question about the importance of this subject, given that the amount of detail in such papers can set the tone and direction of discussions. Continue reading

UK listed companies now required to provide viability statement

Such is the ever-growing emphasis on risk management that a requirement has now been introduced under the FCA Listing Rules for all UK listed companies to include a viability statement in their annual report.

The new provision will be added to the UK Corporate Governance Code, and calls for directors to explain in the annual report how they have assessed their company’s prospects, taking into the company’s current position and principal risks. The provision C.2.2 also requires directors to outline the period for which they have carried out their assessment and why they consider that period to be appropriate. Continue reading

The corporate governance failures that can destroy value within companies

The perils to a company of not having a comprehensive corporate governance audit should become clear when one takes a closer look at the organisations to have been guilty of some of the most egregious ethics and compliance failures of recent years. VW, FIFA, Petrobas, Toshiba and Deutsche Bank were all named by Compliance Week in its list of the top five such failures last year, and with good reason. Continue reading