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Final recommendations
Date:2009
Author: David Walker
Introduction:
Preface 5
Executive summary and recommendations 9
Board size, composition and qualification 14
Functioning of the board and evaluation of performance 15
The role of institutional shareholders: communication and engagement 17
Governance of risk 19
Remuneration 20Chapter 1: Introduction, context and scope 23
Introduction 23
Context for this review of corporate governance 25
The FRC and the Combined Code 28
Scope and criteria for this Review 30
Chapter 2: The role and constitution of the board 33
Statutory and other foundations of the board 34
Unitary versus two-tier board structures 34
Respective roles of executives and NEDs 35
Potential contribution of the NED 36
Forced break-up and corporate governance 37
Flexibility through “comply or explain” 38
Mitigation of NED liability 39
Summary on the role and constitution of the board 40
Chapter 3: Board size, composition and qualification 41
Board size and composition 41
Required experience and competence 43
Induction, training and development 46
The need for internal support 47
Time commitment 47
The regulatory authorisation process for NEDs 49Chapter 4: Functioning of the board and evaluation of performance 52
Challenge on the board 52
Job specification for a BOFI NED 55
Responsibility and qualification of the chairman 56
Election process for the chairman 60
Role of the SID 62
Evaluation of board performance and governance 63
Chapter 5: The role of institutional shareholders: communication 68
and engagement
Introduction 68
Time horizons and investor strategies 69
Institutional shareholders in the recent crisis 71
Institutional Shareholders’ Committee 72
Benefits and difficulties in engagement 73
Response to change in the share register 76
The engagement option 77
Communication in normal situations 79
Responsibilities of the chairman and the SID in 80
communication with shareholders
Role of the corporate broker 81
Embedding principles for engagement 82
Enhanced resource commitment and collaboration 85
Voting and voting disclosure 87
Chapter 6: Governance of risk 90
Regulation and risk 91
The “back book” of risk and future risk strategy 92
Composition and role of the board risk committee 95
Independence of the enterprise risk function 98
External advice to the board risk committee 100
Role of the board risk committee in a strategic transaction 102
Risk disclosure and risk governance 103Chapter 7: Remuneration 106
FSA consultation and policies on remuneration in BOFIs 107
Reach of remuneration committee oversight 108
Disclosure of “high end” remuneration 110
Parallel disclosure by overseas-listed UK-authorised banks 113
Risk adjustment of performance, incentives, deferment and clawback 114
Retention arrangements 118
Risk adjustment of remuneration arrangements 118
Voting on the remuneration committee report and the committee chairman 119
Remuneration of the chairman and of NEDs 121
The scope for possible further disclosure in remuneration committee reports 122
Best practice standards for remuneration consultancy 123
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