UK: consultation on new charity sector governance code for England and Wales

A consultation began earlier this month in respect of proposed changes to the code of governance for the voluntary and community sector: see here. It is proposed that the code should be renamed the "Charity Governance Code" (it is currently titled "Good Governance: a Code for the Voluntary and Community Sector"). A copy of the proposed new code, which will operate on the basis of 'apply or explain', is available here (pdf, English) and here (pdf, Welsh). Other changes are designed to place greater emphasis on board diversity and the role of the chair in promoting good governance.

UK: Financial Services (Banking Reform) Bill - Committee stage, day one

The Financial Services (Banking Reform) Bill began its Committee stage in the House of Lords yesterday. The official record of debate - Hansard - is available here and here. Debate began with discussion of some of the governance implications of ring-fencing and the role of regulators in determining the governance arrangements of ring-fenced banks. Committee stage debate resumes on 15 October; the Bill's progress can be followed here.

UK: HPC reports on remuneration developments in the UK and internationally

The High Pay Centre has today published a report titled Leading or lagging? Where does the UK stand in the international debate on top pay?: see here (pdf). The report notes that whilst the UK was a pioneer when the'say on pay' advisory vote was first introduced over ten years ago, other countries have now gone further in introducing mechanisms to deal with the problems associated with levels of executive pay.

Australia: disqualifying non-executive directors and the conduct of board meetings

The New South Wales Court of Appeal gave judgment last week in Gillfillan & Ors v Australian Securities & Investments Commission [2012] NSWCA 370. This is an important and interesting case which sets out very clearly the expectations placed on non-executive directors and boards more generally with regard to the manner in which board business is conducted and decisions reached where some directors are not physically present but take part by telephone or other means. The leading opinion was delivered by Sackville AJA. Much shorter opinions were given by Barrett JA and Beazley JA.

What may prove controversial is the court's decision to subject two non-executive directors in the US, not physically present at a meeting when a document was approved, to a lower disqualification period than those physically present at the meeting. Indeed, Beazley JA commented: "... the matter which I have found particularly vexing is whether the directors located in the United States ought to be visited with the same penalties as the directors who were physically present at the meeting .... Not without some hesitation, I have concluded that a lesser penalty is warranted in the particular circumstances of this case." (paras. 1 and 2).

This is not to say that Sackville AJA did not regard the actions of the US non-executive directors as serious. Indeed, he stated that their disqualification was required "... to drive home the importance of a director paying attention to each significant item of business at a meeting and ensuring that he or she does not vote in favour of a motion on an important matter without having sufficient material to make an informed judgment." (para. 319).

Board member nomination and election - OECD report published

The OECD has published a report titled Board member nomination and election which provides information for 26 jurisdictions and more detailed coverage of Indonesia, Korea, the Netherlands and the United States of America: see here.

Europe: gender quotas for boards - legislative proposals delayed

A consultation on possible measures to address the gender imbalance on company boards took place earlier this year. Legislative proposals were expected earlier this week but it appears that the Justice Commissioner, Viviane Reding, was unable to secure the agreement of her fellow Commissioners: see here. Revised proposals have been promised for later this year; Viviane Reding has tweeted: "gender balance directive postponed ... I will not give up".