The election is done, the Conservatives are out and Labour are in with a huge majority.
Every business sector is now engaged in the process of trying to define what it means for them. Governance is in a unique position because the previous government had started a huge process of reforming audit, auditors and audit regulation, much of which was either binned or left undone.
What now? Will Labour resurrect the recommendations of three reviews and countless hours of debate in and outside Parliament?
In September last year, the then shadow business secretary Jonathan Reynolds told the Financial Times that Labour would replace the existing regulator, the Financial Reporting Council, with a proposed new body, ARGA, the Audit, Reporting and Governance Authority. “I cannot see an argument for it not progressing,” Reynolds told the FT.
It doesn’t take a long memory to have that statement and aborted reforms still in mind. In the immediate wake of the election, some voices were raised to call for governance reform, among them that of the Institute of Directors (IoD).
True, high on the institute’s wishlist is an industrial strategy, investment in infrastructure and a “skills shortages agency”.
But the IoD also seeks reanimation of the suspended reforms; changes to section 172 of the Companies Act; and a little help promoting the IoD’s Code of Conduct for Directors.
“The new government,” says Jonathan Geldart, the IoD’s director-general, “is rightly committed to embedding higher standards of conduct and ethics into public life.
“It is equally important that the UK business community regains the esteem of wider society. We hope that the new government will work with the IoD in making the UK’s corporate governance framework fit for the future and help it roll out our planned code of conduct for directors.”
Where next for shared audit?
While audit reforms included a new watchdog with new powers (possibly to censure audit committee members) it was also intended to include “managed shared audit”, arrangements that would mean mandating large audit firms to work alongside smaller operators on the same commission. The details were never spelled out, but it was once the Tory government’s preferred option. It would also be a revolutionary move if Reynolds were to dust it off.
—Institute of Business Ethics,
June 2024
Reynolds may be feeling he has to heed to IoD’s worry about society’s current low opinions of business. It was only last month that the Institute of Business Ethics revealed research showing that public trust in politics and business was at its lowest point for four years. If government is to commit itself to “service”, as new prime minister Sir Keir Starmer declared in his acceptance speech outside Number 10 last week, then it might be an idea to take business along with them.
That may make a reform to directors’ duties, as set out in section 172, an attractive option for the business minister. The IoD, along with campaigners at the Better Business Act, have pushed for changes that would do away with any suggestion that a director’s only responsibility is to shareholders, and would emphasise a company’s purpose.
Three years ago when the campaign was launched, then Green Party MP Caroline Lucas said the change “matters” because the “actions and decisions of business leaders are more critical than ever before, I think, in addressing the climate emergency”.
Not that Labour needs them, but a move in that direction would likely attract the support not of only the Green Party’s four new MPs, but also the 72 Liberal Democrats now on their way to the House of Commons. The party’s manifesto pledged a reform of directors’ fiduciary duty to “ensure all large companies have a formal statement of corporate purpose, including considerations such as employee welfare, environment standards, community benefit and ethical practice, alongside benefit to shareholders.”
It has to be said though, that there was nothing about governance in the Labour manifesto. And, like other Cabinet ministers, Reynolds has a packed agenda. In his in-tray are: the future of the Tata steelworks in Wales, the potential listing of Chinese internet retailer Shein, the Royal Mail takeover and the Thames Water debt crisis.
Governance reforms may be loitering some way down his ‘To do’ list.
The question of executive pay
Reynolds will also need to contend with a shift in the governance debate in recent months. Both the London Stock Exchange and the Capital Markets Industry Taskforce (CMIT), a lobby group chaired by the LSE’s chief executive, have pushed for higher executive pay levels to compete with the US, and a halt or reduction of governance measures to ease the regulatory burden. They’re also backing a push for reform to listing rules, to brin IPOs back to London.
The campaign has had some success. Higher pay deals this AGM season saw lower levels of shareholder opposition and, last autumn, the then business secretary U-turned on planned new reporting requirements , a move coming as a direct result of the LSE and CMIT’s demand for a “reset” in UK governance.
But higher pay levels and fewer—or frozen—governance developments don’t sound like they chime with “service”. So observers will be on standby to see which choices Reynolds will make. And, in particular, how he interprets his department’s role in Labour’s search for “growth”. Will audit reform be resurrected? Is a rewrite of section 172 slated? Has the vaunted “reset” run out of road?
One thing is for sure, after the inertia of the previous government, these governance questions are live once more.