UK: Boardroom Behaviours report published by ICSA

The Institute of Chartered Secretaries and Administrators has published "Boardroom Behaviours: a report prepared for Sir David Walker" (and also submitted to the FRC review of the Combined Code). The report concludes (to quote directly from it) that:

• Appropriate boardroom behaviours are an essential component of best practice corporate governance; and that the absence of guidance on appropriate boardroom behaviours represents a structural weakness in the current system.
• Had that guidance been available and, more importantly, observed, some of the consequences of the current crisis might have been less severe and that, in any case, prevention of a recurrence of the events of the last year is at least partly dependent upon guidance on appropriate boardroom behaviours being incorporated in the Code.
• Better articulation of the business case for best practice corporate governance, and more focus on directors’ responsibilities and potential liabilities, should incentivise directors to exhibit appropriate boardroom behaviours. 

Amongst the recommendations in the report is the suggestion that the Code should be accompanied by a best practice guidance note on how boards can create the circumstances necessary for improved boardroom behaviour.