It happens: relationships on a board can break down. Sometimes, they can be fixed; sometimes, differences linger and result in one or more of the directors leaving. Here are some thoughts. 1 Pretending the problem doesn’t exist might work but it probably won’t over the longer term – it depends what the problem is and […]
Category Archives: Governance Reframed
Boards in conflict
Posted in Governance Reframed
Tagged board, board of directors, Chair, conflict, crisis, NED, regulators, senior independent director, SID
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Governance and Group Dynamics
Governance in groups with regulated firms – whether banks or other financial institutions – involves points that don’t apply to groups of unregulated firms. The general rule is that directors of a company have: A duty of trust, a fiduciary duty to act with integrity, fairness and honesty, having regard to the interests of shareholders; […]
Posted in Governance Reframed
Tagged conflict of interests, directors, governance, group, independent non-executive directors, non-executive directors, parent, regulatory requirements, shareholder, subsidiary
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Data and governance
This isn’t about data governance; it’s about how the principles of governance (including corporate governance) apply to collecting, holding, using and generally dealing with data. To begin, what do I mean by “data”? I’m including, here: Information, not just personal information – so, broader than Data Protection Act (DPA) data; Information in call recordings, videos […]
Posted in Governance Reframed
Tagged board, corporate governance, data, governance, model management, operational resilience, outsourcing, regulators, senior management
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Governance in groups with a regulated subsidiary
Governance in groups with regulated firms – whether banks or other financial institutions – involves points that don’t apply to unregulated firms. The general rule is that directors of a company have: A duty of trust, a fiduciary duty to act with integrity, fairness and honesty, having regard to the interests of shareholders; and A […]
Posted in Governance Reframed
Tagged board committee, directors, governance, group governance, independent non-executive directors, parent, regulators, risk management, subsidiary
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Outsiders becoming insiders
This isn’t a note about insider dealing. It’s a note about independence and situations in which that might be compromised by an independent or external person becoming so vested in a firm that they become part of the home team rather than being a true outsider. This won’t always be the case. But there’s a […]
Posted in Governance Reframed
Tagged auditors, board, conflict of interests, independence, independent, independent non-executive directors, INEDs, insiders, outsiders, professional advisers
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What makes an effective Chair of the Board?
Not all firms have someone as the appointed chair of the board but, where they do, it’s a role that interests regulators. In very broad terms, I see the CEO function (SMF1), the chair of the board function (SMF9) and the chief risk officer function (SMF4) attracting the most regulatory attention. It’s common for the […]
Posted in Governance Reframed
Tagged board effectiveness, boards, Chair, culture, effectiveness, regulators
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Conflicts of interests for Boards
Conflicts of interests are relevant to all regulated firms in a number of ways. This note looks at conflicts of interests in the context of boards of directors. To begin, why do conflicts matter? Directors have a duty to shareholders to act honestly and in good faith. There’s an underlying principle that directors should not […]
Boards, NEDs and Challenge
One of the key responsibilities of a non-executive director is to hold management (including the executive directors) to account. That’s done through oversight, including by challenge. Over the last few years, I’ve picked up that ‘challenge’ is getting a bad rap and a NED who challenges management can be seen as difficult, not being a […]
Posted in Governance Reframed
Tagged boards, challenge, NEDs, non-executive directors, senior managers
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