Rethinking governance: what should companies be responsible for?

It is time that we looked at the basic question of what should companies be responsible for, writes Jo Iwasaki.

The global financial crisis impacted not just on the economy, it intensified the challenges on corporate culture more broadly. Remuneration, short-termism, engagement with shareholders and, alongside these the business agenda and cultural issues such as diversity now form the core of the corporate governance debate.

All these issues highlight how companies are run. One might say that these issues have always existed. However, we have taken advantage of the current interest and explored whether the existing models of running companies need a major rethink.

Corporate governance looks at much more than board procedures and regulatory compliance. As recent business issues and controversies have demonstrated, shareholders, government, and the broader public are all interested in how companies respond to the changing business and social environment. The nature of the capital markets has changed so much it has influenced our thinking around the relationships between companies, boards and shareholders.

It is time that we looked at the basic question of what should companies be responsible for. Responsibilities need not be seen as onerous they prompt us to be alert to diverse interests that surround and affect businesses today. With a keener awareness of their surroundings and the willingness to respond, companies can be better prepared to identify where new opportunities are.

In recent ICAEW paper 'What are companies responsible for' we discuss four key responsibilities of companies. They are not a definitive or exclusive list, but we have dared to present them as a basis to prompt debate.

Achieving a business purpose

A company needs to have a business purpose that is easy to understand. As well as shareholders, everyone involved in a company, including employees, customers, suppliers and lenders, expect companies to generate continuing profits. However, maximising profit is not the only business purpose of a company.

A business should not be so focused on a specific purpose that it ignores changes in its environment. Innovation and adaptability are essential for a business to be viable over a corporate life.

Behaving in a socially acceptable way

Without being written down, social norms are there to set boundaries for what is acceptable as business culture and behaviour, in the societies where the company operates. Companies may need to, in some cases, actively go the extra mile to identify what is socially acceptable. This would certainly cost time and resources.

Companies also need to recognise that different communities (e.g. the financial services sector, or a particular industry) develop their own norms and these may be very different from those prevalent in a wider society.  This gap may suddenly become apparent when their values are subject to external scrutiny.

Meeting legal and regulatory requirements

Legal and regulatory requirements relate to issues such as employment, health and safety, anti-corruption and taxation for example and private contractual, legal and financial obligations such as company pensions and debt covenants.

Being based on law, these are mostly public, and understood by most people. Breaches of these requirements may lead not only to formal sanctions and litigation but more importantly, reputational damage.

Stating how their responsibilities are met

Companies are expected to acknowledge their responsibilities, provide information on how they meet them and be accountable. This is about acknowledging those responsibilities publicly, reporting on how they are discharged, and being answerable for consequences. It helps companies construct a robust foundation for building and maintaining trust.

If companies are fully aware of the range of their responsibilities and attempt to meet them, legislators and regulators can focus on developing codes and practices that are proportionate. This is a big 'if' and to imagine such change to happen instantly is naïve. However, without a change in how we think, the effectiveness of laws and regulations would be limited. Only when companies embrace the principles which are underlying laws and regulations, will we see corporate behaviour change. And an end to the rather cynical box-ticking culture at present.

Jo Iwasaki is Head of Corporate Governance at ICAEW 

A statue of a dragon marks the boundary of the City of London. Photograph: Getty Images

Jo Iwasaki is Head of Corporate Governance at ICAEW.

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Jamie Reed: What it's like to stop being an MP

As I approach the whips’ office through the tearoom staircase, a colleague shouts: “It’s Steve McQueen!”

Leaving parliament was never going to be easy. Having entered the Commons at a relatively young age – I was 31 – I knew that a parliamentary existence would be strange, even weird.

I knew that I would never be a “lifer”. A long Commons career followed by a sinecure in the Lords was never for me. This was informed by an aversion not to prolonged public service – the career in the nuclear industry for which I have departed parliament is just as dedicated to public service – but to the culture in which politics in Westminster is undertaken. There is a lot wrong with parliament. I arrived with a healthy contempt for its culture, behaviours and practices; I leave with the knowledge that this contempt was correct.

As a young MP, I felt like Carraway, never like Gatsby. Still, leaving the Commons has taken a huge mental and emotional effort.

21 December 2016

The news of my resignation breaks a few hours early because of a leak. The ­Guardian’s north of England editor, Helen Pidd, brings forward the publication of our interview as a result. Within minutes, my phone explodes. Twitter is unusable. My email server begins to creak. I watch with mounting ­anxiety. Ignoring calls from journalists – many of them friends – I talk instead with my fellow MP John Woodcock.

In politics, you acquire a sixth sense for who would be with you in the trenches at the worst moments. John is such a person. I don’t remember the conversation; I just remember hanging up and crying. I ­shower, dress and head for my in-laws’ farm. When I open the door, there are bottles of champagne on the step. That night, trying to avoid the news, I learn that I was young, popular, brilliant and talented. It’s like being at my own funeral. I drink the champagne.

24 December

I receive a text from Jeremy Corbyn wishing me and my family well. I thank him for his warm words on my resignation.

9 January 2017

I’m en route to the Vogtle nuclear power plant near Atlanta, Georgia, as a guest of NuGen. At Vogtle, Georgia Power is building two AP1000 reactors – the same type as will be built in Copeland. This is a project to which I have devoted 12 years of my life – from writing nuclear policy with the Blair government to making sure that Copeland was chosen as a nuclear new-build site and working to ensure that successive governments maintained the policies underpinning the nuclear renaissance that the Blair-Brown administration began.

Clement Attlee’s Labour government created the nuclear industry, the last Labour government created the nuclear renaissance and I am leaving parliament to return to the nuclear industry – yet Labour will be forced to fight the by-election in my former seat amid allegations of being anti-nuclear. There is nothing new in post-truth politics. Lies have always had the power to seduce.

23 January

It’s my last week in parliament and I’ve made arrangements to see the whips. As I approach the whips’ office through the tearoom staircase, a colleague shouts: “It’s Steve McQueen!”

1 February

I leave my home in Whitehaven for Sellafield at 6.45am. As I drive through the frost, an iridescent light appears on the horizon: a new dawn has broken, has it not?

I collect my pass and enter a whirlwind of meetings, inductions and instructions. Everyone is generous, welcoming and warm. It is at this point that, for the first time, I am faced with irrefutable proof that I am no longer an MP. I am reminded of my parliamentary induction. Chief Whip Hilary Armstrong told us, “Get in the chamber . . . Don’t hide . . . Sink or swim . . .” New Labour was no place for a snowflake. I am reminded, too, of my induction by the House payroll and expenses administrators. A year before the expenses scandal shook Westminster, they informed me: “All we ask is that you don’t buy any antiques . . .”

2 February

As when I entered parliament for the first time, I don’t have a desk. I’m hot-desking, or hot-podding, or hot-cubing. I remind myself that, for now, I remain the Crown steward and bailiff of the Manor of Northstead.

I bump into a colleague from my first time in the nuclear industry. “All right?” he asks.

“Getting there,” I reply.

“You know what they’re saying, don’t you?” he continues.

“No. What?”

“‘The bloody ego has landed.’”

I walk away wondering if it’s now my role in life to remind people of films set in the Second World War.

3 February

It’s a Friday and it strikes me that I have no constituency surgery. Everyone around me has their head down, meeting targets, solving problems. This is a £2bn-a-year operation. There’s no room for Gatsby here. This is why my new role excites me.

The self-immolating stupidity of Brexit, combined with the complex and growing needs of my family, contributed to my decision to leave parliament. Most of all, though, it was the opportunity to work in this organisation and help to drive change within it and my community that caused me to make the switch. My former constituency can and should be at the centre of one of the fastest-growing parts of the UK economy in the years to come. A changing Sellafield and a dynamic industry will be at the heart of this, and time is of the essence.

20 February

The by-election in my former seat draws near and my time as the Crown steward is running out.

I am repeatedly approached by the media for comment and I duck every request. This is for someone else now and I wish my successor well. None of us is indispensable. l

Jamie Reed is Labour MP for Copeland.

This article first appeared in the 24 February 2017 issue of the New Statesman, The world after Brexit