The UK government has proposed establishing an “expert ‘stewardship oversight group’” to improve the quality of stewardship of UK companies by investors.
The group could review significant corporate failings and scandals, make recommendations, and ensure that lessons are applied throughout the investment chain, according to proposals from the Department for Business, Energy & Industrial Strategy (BEIS).
Suggested members included the Investor Forum, company chairmen, company secretaries, asset owners and the Financial Reporting Council (FRC).
Launched in 2014, the Investor Forum was one of the key recommendations to come out of the 2012 Kay Review. It exists to facilitate better engagement between UK public companies and their shareholders.
Another idea suggested by BEIS was to get large listed companies to commit to “hosting periodic strategy and stewardship forum meetings focusing on the company’s long-term strategic plans”.
“This is an essential counterpart to the Department for Work and Pensions’ recent defined benefit white paper”.
Pensions and Lifetime Savings Association
BEIS floated the ideas in a consultation on insolvency and corporate governance on Tuesday. It said they were options for reform alongside those suggested by the FRC earlier this year in connection with its upcoming consultation about the Stewardship Code.
BEIS said the FRC’s consultation would be “a significant opportunity to help strengthen the quality of investor engagement with UK companies”.
The government’s consultation was aimed at improving the UK’s corporate governance framework and ensuring “the highest standards of behaviour in those who lead and control companies in, or approaching, insolvency”.
BEIS said: “The vast majority of UK companies are run fairly and responsibly, but a small number of recent corporate governance failures have raised concerns that company directors can unfairly shield themselves from the effects of insolvency and – in the worst cases – profit from business failures while workers and small suppliers lose out.”
Other proposals in the consultation included disqualifying directors or holding them personally liable if they were found to have sold a struggling company recklessly or knowing it would fail, and giving the Insolvency Service new powers to investigate directors or dissolved companies.
The high-profile collapse of Carillion, a UK construction company that went into liquidation in January, has been the focus of considerable political and media attention in recent weeks. It has triggered questions about the behaviour of a range of actors – company directors, auditors, investors, regulators and others – and the regulatory framework governing them.
The UK pension fund association said the government’s new consultation was “an essential counterpart” to the recent defined benefit white paper from the Department for Work and Pensions (DWP).
Caroline Escott, policy lead for investment and defined benefit at the Pensions and Lifetime Savings Association, said: “In light of recent events, such as the failures of BHS and Carillion, we are glad to see the government looking at the relationship between good corporate governance and good outcomes for pension scheme members.
“This is evident both in today’s consultation from the BEIS and also from the DWP’s recent defined benefit white paper. It is imperative that the interests of scheme members remain at the forefront of a company’s considerations in the case of insolvency or restructuring.”
Last year the government announced corporate governance reforms that focused on boardroom accountability to shareholders, employees and the public.