Tuesday, 16 June 2009

UK: Institute of Directors responds to the Walker and FRC reviews of corporate governance

The Institute of Directors has published its submissions to the Walker Review and FRC review of the Combined Code: see here and here. The IoD's submissions contain seven proposals:

[1] A standardised boardroom appraisal process should be endorsed by the main stakeholders of the UK corporate sector (i.e. regulators, investors and boards). Listed companies should be encouraged to undertake this appraisal process on an annual basis, and disclose the outcome in their annual report.

[2] Chairmen should encourage a greater presence of Chartered Directors on company boards. The Combined Code should include a provision to support this objective.

[3] The non-executive directors of large, complex companies should have greater access to significant in-house administrative support, coordinated by the company secretary.

[4] The Combined Code should provide guidance on the maximum number of board positions that should be held by directors of listed companies.

[5] Shareholders should have an advisory vote on risk at the Annual General Meeting of all listed companies.

[6] Investors should be subject to their own combined code, with regard to which they should either “comply or explain”.

[7] The FRC should produce guidance on remuneration to assist in the implementation of the principles and provisions of section B of the Combined Code.

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