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The combination was devastating. An over-mighty chief executive and weak non-executives provided a partnership that was a key feature of the financial crisis, allowing strategy, pay policy and risk-taking to go unchallenged in financial organisations. The result was the banking crisis that, in turn, sparked a global recession.
The stakes could hardly be higher, therefore, on Thursday, when Sir David Walker publishes his review of financial companies’ governance.
Sir David is expected to propose an overhaul of pay, non-executive directors’ duties and shareholder responsibilities to try to prevent a repeat of the actions that led to the financial turmoil — but he is unlikely to call for an overhaul of The Combined Code on Corporate Governance, which he has described as “fit for purpose”. Boards behaving badly is a much more likely target. “Principal deficiencies in BOFI [banks and other financial institutions] boards related much more to patterns of behaviour than to organisation,” he has said.
Contributors to the Walker Review believe that Sir David will emphasise the need to monitor board behaviour and that he will promote the idea of independent evaluation of performance, both of individual directors and the board.
According to James Bagge, a consultant at Norton Rose, the law firm, and a contributor to the review: “Walker has concluded that the promotion of good corporate governance is now more about encouraging the enhancement of the behavioural aspects of the conduct of a board’s business than about imposing more rules and regulations.
“The chairman will be expected to take a lead on these issues and, if managed well with commitment and appropriate support, it will surely lead to better corporate governance and improved performance.”
Chairmen and directors may have to put themselves through perhaps unwelcome psychological assessments to qualify for running institutions that can bring the economy to its knees. In a joint submission to the review, Crelos and the Tavistock Institute of Human Relations, the consultancies, called for assessment of directors on appointment and then annually, using interviews and other methods to evaluate behaviour and motivations.
Mannie Sher, a director at Tavistock, said: “When we spoke to Sir David Walker about these ideas, he said he was in support of them, largely because they add something new. He said: ‘Here is something chairs of boards ought to take account of.’
“At Royal Bank of Scotland [RBS], there appears to have been this macho drive to show that we are one of the big boys in banking and the purchase of ABN Amro was driven through without adequate caution and questioning. The culture of expansion, growth and machismo was dominant and everyone buys into it, even the silent ones.”
Chairmen must ensure that nonexecutives speak up and question management on often-technical matters to prevent “passive free riding”, Ali Gill, chief executive of Crelos, said. “If it becomes too complicated and it’s not easy to see what the answer is, it is easy to say nothing. Silence often demonstrates fear or unspoken anxiety that is not managed as effectively as it could be.”
Proper assessment and recruitment procedures will lead to chairmen getting rid of ineffective non-executives more regularly and will break up the “old school” network on boards that leads to inbreeding and lack of questioning, Mr Sher said.
Specific recommendations made by Tavistock and Crelos include restricting the size of financial institution boards to between eight and twelve. These numbers, they argue, allow a broad enough range of views without encouraging factions or silence.
Sub-committees should have between five and nine members and the board chairman should be trained to handle potential splits between the sub-committee and the rest of the board, particularly for the key risk and remuneration committees, Mr Sher said.
RBS had 17 directors in 2007, when it bought ABN Amro. That number has been cut to 11. Barclays, Lloyds and Standard Chartered each have 13 directors. HSBC has a 21-strong board.
Boards contain big egos and busy people, who may be unwilling to have their suitability monitored by outsiders on top of other demands on their time. The danger is that chairmen will resist the extra burden or pay lip-service to evaluation as a fad.
Ms Gill conceded: “I’m sure there are lots of people who will think this is too much trouble. There will be a lot of cynicism and suspicion about how it might work.” The trick, she said, was to turn evaluation into a goal rather than a burden. “Chairmen and directors are terribly achievement-focused individuals. We say there is a task of improving yourselves and how you interact, and, if you communicate effectively, the message is understood.”
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