Acknowledging Conflict Of Interest Is At The Heart Of Better Governance

Any real commitment to better corporate governance requires acknowledgment of a fundamental reality - the prevalence of 'conflict of interest'. Being both able and willing to recognise it should be on any primer for Ethics 101 for business circles as it has implications for multiple decisions taken every day. But not calling it out is a hypocrisy that appears to have become routine in Britain today, and the ripple effects of that are evident across civil society.

Ignoring conflict of interest is a major stumbling block to progress on better boardrooms, diversity in every sense of the word including social representation and a growing recognition of the need for wider stakeholder voices to be heard in the creation of a business ethic. It is one clear reason why change takes a long time to happen. Because conflict of interest is rarely as grey an area as it is made out to be. As a creature uncertain of its reception, it jumps in your face - but if you react by merely raising an eyebrow, it just stands there, without growling.

The examples are everywhere, but let's start with how long it has taken to come to terms with standards in the audit profession and its regulator, the corporate governance watchdog itself, the UK's Financial Reporting Council (FRC).

Double standards come up again and again when it comes to the behaviour of those appointed to the top roles, and yet life continues as before, and the media finds another story. It seems, as the first link in this para to The Economia coverage in November 2017 explores, that 'declaration of interest' is seen as a protective shield for any potential allegations of 'conflict of interest.' It has also taken a very long time for the FRC, whose self-declared mission is "to promote transparency and integrity in business"  to move to show its independence from the accounting profession by providing information on the interests of members of its board and main committees.

It was the clearance of KPMG in its 2008 audit of HBOS that appears to have been the final straw for the suspension of disbelief to be no longer tenable. As Patrick Hosking wrote in The Times in November 2017: " The regulator raised eyebrows in Westminster in September when it cleared KPMG of wrongdoing in its 2008 audit of HBOS, which effectively went bust only eight months later. It also cleared PWC over its failure to spot that client assets at Barclays were being put at risk because of ring-fencing failures."

The FRC has recently, in its "shorter and sharper" corporate governance Code, said that boards should not agree “to a full time executive director taking on more than one non-executive directorship in a FTSE 100 company”. It does also say that he board "should take action to identify and eliminate conflicts of interest, including those resulting from significant shareholdings, and ensure that the influence of third parties does not compromise or override independent judgement."

As this Financial Times story yesterday reveals, Martin Gilbert the co-chief executive of Standard Life Aberdeen, is "racing against the clock to honour a commitment to the fund manager’s board to quit his non-executive role at either Sky or Glencore by May 29. " As it also points out, Mr Gilbert defied UK governance guidelines a year ago when he joined the board of mining group Glencore, taking on a second non executive role at a FTSE 100 company.

This tendency for multiple boardroom positions for the same group of people, known as 'overboarding' has been a negative factor for better governance on multiple levels, including progression on diversity. Once in, they tend to stay in - and that is true of white women as well as white men.

Spencer Stuart's 2017 boardroom index  told us that the average age of non-executives on the boards of the top 150 listed companies has broken through the threshold of 60 years, an increase of 2.4 years over the past decade. At a time when we are facing rapid technological transformation and major threats around cyber security, there are serious implications for boardrooms here.

'Overboarding' surely also plays a part in holding back diversity and social representation, while reinforcing the tendency for 'group think.' Allowing it to happen at the discretion of the individual to 'comply or explain' seems perilous at a time when Britain is also discussing the multiple issues of a broken social mobility promise and inter-generational fairness.

Linking these issues is not the intellectual stretch you might assume it to be. Because at the end of the day, the UK and its corporate governance ethos has always been around "tone from the top", set an example, give 'honours' to those who are deemed to have been successful, set up role models. The problem comes if the 'top' starts to resemble a circularity of interests.

Attention to 'overboarding' has also come from investors punishing individual directors for governance failures, as pointed out in this story in the FT, which quotes FTI Consulting.

It points out that the largest votes against management so far have been over pay a third of  the way through AGM season for FTSE 350 companies, and shareholders are increasingly targeting individual directors as well.

But the experience at Persimmon, where shareholders narrowly supported a payout of an eye-watering £75 million to CEO Jeff Fairburn at the stormy AGM, brings into question the extent to which the Stewardship Code is working.

Each example of astronomical sums of money awarded to top bosses strike another blow to any attempt to create 'trust' in business from the general public, its customers. The fund management industry too, is extremely well paid, making one wonder if that makes them reluctant to speak out. Here too,  diversity is an issue.

Will the question of pay now be the tipping point to sort out the question of what we mean by corporate governance in the first place? Because underlying any willingness to recognise 'conflict of interest' may well be 'feathering the nest' syndrome.

I asked the dictionary what is an 'elite' ? Its response : "a select group that is superior in terms of ability or qualities to the rest of a group or society. " That does not sound very 2018, and it does not appear to resound with a younger generation that views business and its role in society very differently than those who have been ensconced in their roles for a lifetime.