ICSA Awards 2014 Book of the Night inside pages-3 · 2015. 6. 18. · A short list of nominees for each category is compiled and the shortlisted reports and individual nominations

The winners

2

I hope you have enjoyed tonight’s ICSA Excellence in Governance Awards and am delighted that, once again, so many of our members and friends have been able to join us. Thanks to you all, and also, especially, to our sponsors and table hosts, for making this a truly memorable occasion. The standard of entries for the Awards continues to rise. The ICSA policy team examined the reports of the whole FTSE 350 and the high quality of many of the reports that we saw; the care, thought and innovation that had gone into so many of them was most impressive. Corporate reporting is generally of a much higher standard than when we originated the disclousure awards back in 2009 and it is no cliché to say that being shortlisted is a fantastic achievement in itself. This book celebrates the shortlisted individuals, teams and companies in the 2014 Excellence in Governance Awards, and shares some of the judges’ assessments of their achievements. Congratulations to them all.

I should like to take this opportunity to thank all our judges for the time, perseverance and effort that they have devoted to their task. Again, I speak from personal experience when I say that the amount of ‘due diligence’ that they have undertaken has been considerable. I should also like to thank my colleague Russell Morrice FCIS for standing in for me in respect

of one award from which I was pleased to be conflicted from involvement.

Tonight’s awards recognise the excellent contributions that individuals and teams make to their organisations, and those companies that lead the way in their annual reporting. Communication with investors and other stakeholders is critically important, never more so than this year as companies started to adopt a new ‘strategic report’ reporting format, as well as the revised remuneration reporting requirements. To those of you with 30 September year-ends, who had to be ‘first mover’ and provide hints and tips for those who followed you, I would like to pay particular tribute.

Congratulations, once again, to our winners. We look forward to following your progress over the coming years.

Peter Swabey FCISPolicy and Research Director, ICSA

Foreword

@ICSA_News #icsaawards2014 | 3

4

Contents

About the ICSA Excellence in Governance Awards 4–5

Judging criteria and process 6–7

Key observations in 2014 8–9

The judging panel 10

Best Annual Report Winner – FTSE 100 12

Best Annual Report Winner – FTSE 250 13

Best Annual Report Winner – Small Cap and AIM 14

Best Annual Report Winner – Unlisted 16

Best Strategic Report Award Winner – FTSE 100 18

Best Strategic Report Award Winner – FTSE 250 19

Best Board Disclosure Award Winner – FTSE 100 20

Best Board Disclosure Award Winner – FTSE 250 21

Best Audit and Risk Disclosure Award Winner – FTSE 100 22

Best Audit and Risk Disclosure Award Winner – FTSE 250 23

Best Remuneration Report Award Winner – FTSE 100 24

Best Remuneration Report Award Winner – FTSE 250 25

Best Sustainability and Stakeholder Disclosure Award Winner – FTSE 100 26

Best Sustainability and Stakeholder Disclosure Award Winner – FTSE 250 27

ICSA Company Secretary Awards 30

The One to Watch 30

Deputy Company Secretary of the Year Winner 31

Company Secretarial Team of the Year Winner – Listed Companies 32

Company Secretarial Team of the Year Winner – Unlisted Companies 33

Company Secretary of the Year Winner – Not-for-Profit 34

Company Secretary of the Year Winner – Unlisted Companies 36

Company Secretary of the Year Winner – Listed Companies 37

Outstanding Achievement Award Winner 38

About our 2014 Awards partner/ Thanks to our party bag sponsors 39

About the ICSA charity – text giving number 40

See you next year – date/venue/contact details


6

The ICSA Excellence in Governance Awards reward ‘best in class’ disclosure performance in order to:

• encourage better governance;• increase levels of trust and confidence in governance arrangements between

UK companies and their shareholders and other stakeholders;• encourage good quality investor engagement as advocated by the UK

Corporate Governance Code (the Code), the Stewardship Code and the guidance on ‘Enhancing Stewardship Dialogue’; and

• enable stakeholders to benefit from increased levels of transparency and accountability, so that the company in return can benefit from greater commitment, loyalty and support from those stakeholders.

Why aim for good practice in governance?Achieving good practice in governance delivers business benefit. There is not, as is sometimes suggested, a conflict between governance and commerciality – governance is quite simply a name for the processes that any competent manager will use to manage a business. A company which has robust and appropriate policies, processes and systems in place is more likely to operate efficiently. Good governance strengthens the quality of decision-making and, through a stronger focus on stakeholders’ needs, facilitates more effective stakeholder management earning the support of customers, employees and others. Good governance is not a panacea, but it can help a company be more effective, more competitive, better able to create value, and more resilient in times of economic stress.

About the ICSA Excellence in Governance Awards


Why aim for good practice in governance disclosure?Companies need to show that they have good governance systems in place, at board level and throughout the business. Disclosure becomes an essential part of building confidence that the company will deliver value over the longer term and, at the same time, manage its risks and its reputation.

Corporate performance is what really matters – actions speak louder than words. But there is a cliché that ‘what gets reported gets done’. Disclosure changes behaviour, and improvements in disclosure can become a driver of improved governance performance and, consequently, of improved operational performance. By identifying and rewarding high standards of disclosure, the Awards seek to encourage this outcome.

Moving beyond the mechanistic ‘what’ to the strategic ‘why’Discussion of governance too often focusses on the mechanistic ‘what’ or ‘how’ rather than the strategic ‘why’. The Code emphasises principles and provisions and some reporters find it difficult to produce interesting disclosure against this framework, with ‘boiler plate’ narrative suggesting that governance reporting is an end in itself. By contrast, high-quality disclosure is marked by compelling communication, which provides insight into the essential DNA of a company.

The changes to reporting requirements introduced last year, in particular the new Strategic Report, have created an enormous opportunity for companies to tell their own story; to focus on the issues that are of strategic importance to the company and, as you will see, there have been some very good responses to that opportunity.

About the ICSA Excellence in Governance Awards

8

The 2014 winners succeed in bringing governance issues to life. In demonstrating that they appreciate why governance is important, they persuaded the judges that they understand how an annual report can generate more value if viewed as a communications opportunity rather than a compliance obligation.

What makes the winners special?

Judging criteria and process

The winning reports feature:

• an understanding of the links between governance, shareholder value creation, and the avoidance of value destruction;

• innovative and creative forms of disclosure, which moved away from ‘boilerplate’ reporting that repeated or imitated the language of the Code with little, or no, attempt to explain how the board and company was run;

• a full description – and explanation – of the business model and the strategy, with key performance indicators and performance against targets;

• the principal risks to that strategy, the company’s risk appetite and culture, how the risk profile was changing, and how the risks were being managed;

• joined-up thinking that linked strategy, pay, performance and risk;• explanations of the way in which the board ran itself and its committees,

and how it took decisions;• recognition of having due regard for, and balancing the needs and

expectations of, different shareholder and stakeholder priorities; • the need to provide evidence of directors having satisfied their statutory

duties, including the duty to promote the success of the company over the longer term;

• comprehensive explanations of departures from Code provisions; and• seeing and responding to the opportunities rather than the obligations

created by new reporting requirements.


Judging criteria and process

Unusually, for the corporate reporting section of the awards, the annual reports of the whole FTSE 350 and of those nominated in the ‘Small Cap and AIM’ and ‘Unlisted’ categories are analysed against a variety of criteria for each category of the awards, and then shortlisted by our Awards partner, Hermes EOS.

For the individual section of the awards, nominators were asked to submit biographical information of the nominee and a general statement in support of the nomination, plus specific examples or evidence of achievement across at least three of the following six areas:

• Company law, regulation and compliance. Demonstration of how the legal obligations at their organisations are met, and how they keep on top of legislative development and change; examples of excellence in the design and maintenance of efficient and effective control systems for ensuring compliance.

• Corporate governance and shareholder relations. Demonstration of measures implemented to improve the effectiveness of corporate governance and shareholder communication within their organisation.

• Corporate restructuring. Demonstration of having undertaken acquisitions, disposals and any other significant restructurings or transactions.

• Information management and communication. Examples of excellence in the management, retrieval and dissemination of information, including the harnessing of information technology to aid performance; evidence of timely and effective communication with both internal and external stakeholders.

• Leadership and management. Evidence of circumstances where an individual has shown exemplary leadership and management.

• Innovation. Examples of achievements using new thinking to solve issues and problems.

A short list of nominees for each category is compiled and the shortlisted reports and individual nominations are then reviewed by an expert panel drawn from our overall judging panel shown on page 10, all of whom are highly experienced in company secretarial and governance fields, spanning private and not-for-profit sectors. The judging panel for each award is noted on the relevant page in this book.

10

The drive towards integrated reporting is becoming more evident, requiring a different way of thinking and behaving and of course, reporting. The use of online platforms to communicate the company’s story continues to offer improved access but also has limitations. Against this background of change, the judges were, once again, impressed by the high standard of reporting that they saw and in a number of cases, by the improvement on last years’ reports. They were clear that being shortlisted for an award should be seen as a sign of real success. The judges made a number of noteworthy observations:

Strategic report• The new strategic reporting requirements have created a good communications

opportunity. Some took advantage of this but many didn’t. Tell us what makes your company different from your competitors.

• Clear, concise and readable prose is hugely important. The better reports read as if they were a personal report from the board.

• Honesty is critical – not just where there has been a well publicised issue. Talking about ‘what didn’t go to plan‘ is very helpful.

• Clear links between strategy, actions, risks and outcomes, particularly in the form of executive pay, show that the company is thinking in an integrated way.

• The integrated reporting framework is becoming more common. It is not appropriate for everyone but is certainly worth considering. Some reports that aspired to integration allowed sustainability to dominate the rest of the report.

• Case studies can be helpful to make specific points but make sure they serve a clear purpose.

• Be careful to avoid jargon without explanation, even if it is a common industry term.• CEO Q&A sections sometimes work, and sometimes don’t. Consider what

they are adding; they are better adding to the CEO report rather than replacing it.• If you use glossy photos (and some did this very well) make sure that they add to

the point you are making.

Board disclosure• Detail on succession planning and tenure issues are important. For example, if you

have some long-standing directors, explain what value they add.• Rather than simple biographies, some companies talked about the qualifications

and skills of individual directors.• Include diversity disclosures around a variety of criteria, not just gender.• Detailed insights on board evaluation are vital. Who did it, how was it done and

what were the outcomes?

Key observations on company reports


Key observations on company reports

• Consider the circumstances in which executives should be allowed to join another board.

• The role of the company secretary.• Detailed coverage of shareholder engagement.

Audit and risk report• The best reports gave the impression of being written by the committee chairman

with clear links to strategy – why do you take on or tolerate certain risks?• Detail the work of the committee over the course of the year.• If you have a long serving auditor, say what you have done about re-tendering

and how you arrived at your final decision.• Very few companies talked about how the effectiveness and independence of the

external auditor was managed and assessed.• What were the key judgements made by the committee and what were the key

areas of debate with the external auditor?• When reporting your principal risks, think about how many there are – some

companies didn’t seem to do so.• Say how many times the audit committee meets and how you arrived

at this number.• Do you offer training for Audit committee members? If so, mention it.

Remuneration reportIt was interesting how many companies used the same templates for this section. After the tenth or eleventh they became familiar. If we thought that, so might investors. That said, some companies did their own thing, and some did it really well.

• Pay, especially pay outcomes, should be clearly linked to strategy.• Not everyone was explicit about maximum payments.• Explain why particular performance measures had been chosen.• Who are the advisors – and more importantly, who appoints them?• What did you do about engaging with investors?

Sustainability and stakeholder reportingThere has been some great work in this area, particularly from those companies who have a greater direct impact on the environment.

• Clear commitment from the top in the chairman’s letter is critical.• Say why sustainability is important to your company’s strategy. Otherwise it feels

like box ticking.• Actions speak louder than words. If you have detailed examples, don’t be afraid

to use them but do think carefully about the use of photos and graphics.

12

The ICSA Excellence in Governance Awards Judging Panel

Paul BonifaceSecretary, The National Trust

Professor Andrew ChambersManagement Audit LLP

Lyn Colloff, FCIS Company Secretary, Cobham Plc

Frank Curtiss, FCISHead of Corporate Governance, RPMI Railpen Investments

Lindsay DriscollCharity law and governance consultant

Anthony FitzsimmonsChairman, Reputability LLP

John GolliferGeneral Manager, the Investor Relations Society

Chris HopsonCEO, Foundation Trust Network

Catherine HowarthCEO, ShareAction

Jo IwasakiHead of Corporate Governance, ICAEW

Paul LeeHead of Investment Affairs, National Association of Pension Funds

Gillian LeesHead of Research & Development, Chartered Institute of Management Accountants

John Ludlow Board member, AIRMIC

Andrew NinianDirector, Corporate Governance and Engagement, Investment Management Association

Ruth Pavey, FCISCompany Secretary, Capital & Counties Properties PLC

Sallie PilotDirector, Black Sun plc

Nicola RimmerPresident, Chartered Institute of Internal Auditors

Deepa RavalProject Director, Accounting and Reporting Policy Team, Financial Reporting Council

Carol ShutkeverPartner, Herbert Smith Freehills

Lara ThomassenPolicy Adviser, CBI

Tim WardCEO, The Quoted Companies Alliance

Mark Wearden, FCIS ACCA Governance Risk and Performance Forum/MBS Challenging Perception

Victoria Whyte, FCISCompany Secretary, GlaxoSmithKline plc

Derek Woodward, FCISGroup Company SecretaryThomas Cook Group plc

Catherine WoodsCorporate Governance Policy AdvisorFinancial Reporting Council

Dame Alison Carnwath (Chair)Chairman, Land Securities plc


14

GlaxoSmithKline PLCThe judges felt that the well-written strategic report provided good market context and a clear explanation of the business model and KPIs. There were helpful sections on the business units and strategic priorities which give a strong picture of how GSK does business and how it creates value. The chairman’s statement

was clear, well-written and honest, specifically referring to the allegations of fraudulent behaviour in China, which are also reflected in the CEO’s review and in a number of places elsewhere throughout the report. The governance sections were very strong, including some unusual insights on induction and board performance, with a notably strong remuneration report. Specific reference to the role of the Company Secretary was another strength, as was the coverage of shareholder engagement. The judges felt that the report gave a real insight into the company.

FTSE 100

Sponsored by Black Sun

Best Annual Report

Judging panel: Frank Curtiss, Paul Lee, Andrew Ninian, Ruth Pavey, Sallie Pilot, Carol Shutkever and Catherine Woods

Shortlisted companies:

Aviva. The clear and engaging introductions from the chairman and CEO were strong on sustainability and the strategic report linked strategy, KPIs and remuneration. The audit committee report was comprehensive and there was a good analysis of what each director brings to the board.

Johnson Matthey. Sustainability flows throughout this integrated report giving real credibility to the leadership of the issue from the top. Strategy and the business model are laid out clearly, with an excellent KPIs section. There was an unusual level of detail on succession planning and allowing an executive to join another company’s board.

Land Securities. The strategic report conveyed genuine insight on how the company navigates its market. The business model was unusually clearly expressed. The governance section demonstrated a desire to use governance to enhance the business rather than as a box-ticking exercise. The audit committee report was a highlight.


Lonmin plcA very good report, with a clear description of the company’s strategy and business model and how they deliver value, with well-presented risks and KPIs clearly linked to strategy. The CEO Q&A section was informative; the tone is clear from the chairman, and honest about bad news. The principal risks section was very open and the governance sections, notably remuneration and audit were very strong

as were the sections on people and sustainability. Overall, the feeling was that this was a very ‘passionate’ report which was clearly well constructed, honest, coherent and trying to do the right thing.

FTSE 250

Best Annual Report

Judging panel: Andrew Chambers, Anthony Fitzsimmons, Gillian Lees, John Ludlow and Nicola Rimmer


AMEC – highly commended. The business model was clearly described on two pages, with great sub-sections including ‘what didn’t go to plan’ – really fair and balanced. There is a good, clear tone of leadership, and the language used was personal. The definition of diversity as ‘the range of human differences that makes us individual’ was particularly striking.

Cairn. The chairman and CEO set a very clear tone with the CEO Q&A getting content across clearly. The section ‘What Cairn Did in 2013’ really brought to life what the company does. The judges particularly liked that diversity for them is not just about gender – they share information relating to part time working, nationality, disability and age.

SEGRO. This report had a logical flow and a great overview at a glance section on two pages, disclosing ‘top customers’. There were excellent KPIs and a well-executed risk section, and the governance disclosures conveyed a personal tone.

16


AZ Electronic Materials – highly commended. An easy report to read, with good ‘at a glance’ sections. The strategy is clearly set out and priorities and key drivers outlined. There is a good (and honest) risk discussion and a detailed and helpful risk table with, again, clear links to strategy.

Partnership Assurance Group. A well written report with a clear style and approach. An excellent description of what the company does and its strategic objectives, including discussion on its position in its marketplace and how it differentiates itself. The judges liked the ‘why this objective matters’ sections.

Shanks Group. The double spread introduction gave key information and cross referenced to elsewhere in the report. There are links to CSR, sustainability and stakeholders peppered throughout the report and the section on people, nurturing talent and change management was excellent.

The VITEC Group plcThis was a clear, well written, report and accounts. There was a simple overview – including a clear statement of what they do and a clear statement of purpose, markets and strategic priorities, followed by progress with strategic priorities. The section on the Business Model was excellent, giving a real sense of culture and included graphs with cross referencing, and a statement of the strategic focus. The governance report demonstrated clear ownership by the

chairman. The statement from the CEO on corporate responsibility sets out its position on business ethics and employees as well as environment and community. The ethics section was innovative and excellent. The audit committee and external auditor reports were outstanding, going further than many FTSE 350 company reports.

Best Small Cap and AIM Report

Judging panel: Lyn Colloff, Jo Iwasaki, Tim Ward, Mark Wearden and Catherine Woods

Sponsored by Jordans


18

John Lewis PartnershipThis report was done ‘in the John Lewis way’. It was clear, well produced, user-friendly and gave the overall impression

of having been ‘owned’ by someone. The organisation, and what is different about their business model, was very clearly explained, as was the strategy and the way in which it was underpinned by the founding principles of the company. All this was neatly tied back to how the company’s culture leads to commercial viability with a conspicuous focus on trust and transparency. One point the judges thought particularly impressive was the way in which the notes to the accounts were each explained in a way that was understandable to the layman – i.e. what it means and why it has to be noted.


CIMA. A succinct report, benefitting from a clear message flow with good use of graphics. This is an integrated report and governance and structure were clear, with a punchy strategy section. Risks and mitigations were good, and the judges liked the way that these were linked to targets in the President’s message. There is lots of useful information here.

The Crown Estate. A glossy report, similar in style to many traditional corporate reports, with an emphasis on integrated reporting and sustainability and a well-judged tone. Wording is clear and concise, with good sections on the long term strategic plan, KPIs, risks and mitigation.

Lancashire Teaching Hospital NHS Trust. a well written report, with a simple explanation of preparation in line with regulations, followed by performance, regulatory and governance ratings. The sections on board, governors, committees, future outlook and priorities were strong.

Best Annual Report – Unlisted Supported by Equiniti David Venus

Judging panel: Paul Boniface, Lindsay Driscoll, Ruth Pavey, Derek Woodward and Victoria Whyte


20


Aviva. The CEO statement is strong and covers key aspects (e.g. cashflow, operating profit, operating ratio, people, outlook, priorities etc) with a clear description of what they do.

BAE Systems. Another excellent and well-written report, clear and easy to read. It sets out the strategic framework and links between the objectives, strategy and markets are all clearly explained. The overview of executive committees and their performance in a simple table is helpful.

Land Securities. This is a clear and engaging good strategic report. The business model is clear about how the company makes its money, and displays considerable honesty about strategic issues – e.g. the cyclical nature of the business. The KPIs are well analysed and clearly linked to remuneration.

Babcock International plcThis is an excellent and well-written strategic report which is an easy read and, in the words of one of the judges, is ‘very clear about what makes Babcock Babcock’. There is a clear overview of divisions and the business model and strategy are clearly explained, with meaningful and specific non-financial KPIs which are discussed in good detail, for example the section on diversity about the talent pipeline. The CEOs statement is very clear and

explicitly linked to strategy. The risk section is very strong.

FTSE 100

Best Strategic Report Sponsored by TMF Group

Judging panel: John Gollifer, Catherine Howarth, Paul Lee, Deepa Raval and Lara Thomassen


Best Strategic Report

Cairn Energy plcA very good, clear report. There is a helpful snapshot of performance by quarter, and a good industry overview, supported by clear identification of objectives and KPIs, some looking to the future. There was a good insight given to the planning process for sites and the responsibilities of various

parts of the business, and an excellent overview of risks. The diversity section was strong. This was a report which really focused on the bigger picture for the company – just as a strategic report should.

FTSE 250


Provident Financial – highly commended. An excellent description of the market and opportunities therein. The business model section provides a concise overview and explains key differentiators, whilst the strategy section states what they committed to do last year, notes progress against this and next steps.

Lonmin. This strategic report presents the company clearly, the structure, business model and risks are all well set out and the sections on the composition of the board and the company’s strategic priorities are all excellent. The judges liked the Q&A section with the CEO, which provided insight. The risk section was strong, and in some depth, noting if and how risks have changed.

National Express. The CEO’s review is comprehensive, clearly and logically conveying the company’s strategy, and the investment case section sums up the company’s profile and proposals for long-term value creation. The KPIs were impressive.

Sponsored by Addleshaw Goddard


22


Aviva. Discussion of the audit investigation into late trades was good and discussion of the risk management function was detailed. The agenda allocation on the committees was interesting.

Johnson Matthey. This report differentiated clearly between roles and included an insightful chairman’s statement. The process for appointing people to the board and committees was very well described as was the process for succession planning.

Land Securities. A good report with a transparent feeling of strong leadership. Explanation of the board evaluation process and of why there were some longer-term directors on the board was helpful. The conflicts of interest section was excellent with some clear examples.

Marks and Spencer Group plcThere is an enormous amount of substance here, but it is very readable. There are good examples of long-term thinking in the chairman’s report, and the board evaluation section is excellent with details of outcomes and actions giving some real insight. The board expressly takes responsibility for the report being fair, balanced and

understandable, which is highlighted in the very honest depiction of trading results. There is an excellent section on how the board spends its time; its challenges and succession planning, both internally and externally, are particularly clear with details of board induction and what this entails as well as a very clear overview of the board diversity policy and talent management. The board’s action plan is given and there is a useful section on how shareholder feedback on the last report has been incorporated.

FTSE 100

Sponsored by ICSA Board Evaluation

Best Board Disclosure

Judging panel: Lyn Colloff, Jo Iwasaki, John Ludlow, Andrew Ninian and Mark Wearden


Provident Financial plc An outstanding report. Very engaging with good detail and felt fresh throughout. It is clear that they are doing what they do to the best

of their ability. The graphics had clearly been thought through and were helpful. There was a good insight into the board calendar and committees, and the company secretary was included in the report. The board evaluation was well reported, with clear outcomes and the risk section was particularly strong. The nomination committee report was another strength, with details of the achievements and qualifications of the directors.

FTSE 250


Cairn Energy. A clear and readable report, which was open and honest, particularly about an investigation by the Indian tax authorities. The joint statement of the chairman and CEO and the sections on board committees and evaluation actions and progress were strengths.

SEGRO. The chairman’s statement gives a straightforward analysis of how they have progressed against strategic priorities, with a clear description of board activities through the year. The nomination committee report was a highlight, with clear succession planning and case studies on the appointment of the COO and CIO.

Thomas Cook. A great read, with the many changes over the year clearly discussed, and an excellent summary of the board’s responsibilities and activities. Board evaluation process and outcomes were excellent – very clearly reported with comparisons from previous years and an assessment of progress.

Best Board Disclosure

Judging panel: Andrew Chambers, Anthony Fitzsimmons, Gillian Lees, John Ludlow and Nicola Rimmer

24


Centrica. Risk was well integrated into the strategy and business model of this report, with a clear overview of the risk management process, improvements made during the year as well as plans for future improvement. There was good insight into key judgement areas for the audit committee over the year, well linked to the notes to the accounts.

Experian. This solid report provided a good analysis of the key risks, clearly laid out with links to strategy, KPIs and progress over the year. Disclosure around risk management and control frameworks was interesting and the section on audit tendering, well thought through.

Tullow Oil. Risk management is well integrated with the rest of the business and very well embedded in the report with good links to KPIs. The audit committee report was comprehensive, with a good description of how the committee spent its time, including details of which judgements are unique to 2013 and which will recur in the future.

GKN plcThis was a very solid, professional and well executed risk report with a good level of useful detail, links to strategy

and changes over the year. Governance was very clear and there was some very good detail in the audit committee’s main issues section, interestingly split between those issues relevant specifically to the 2013 statements and those of a more ongoing nature. The judges liked the fact that GKN have four lines of defence when many companies rely on three, and that the report focused on outcomes and responsibilities rather than reporting lines. The audit committee report included a clear explanation of how they assess external auditor independence, with a very good description of how assurance had been obtained, including the use of external expertise.

FTSE 100

Best Audit and Risk DisclosureSponsored by Grant Thornton

Judging panel: Andrew Chambers, Gillian Lees, John Ludlow and Nicola Rimmer


Best Audit and Risk Disclosure

Halma plc This was a very strong and detailed report, but also very well written. As one judge observed: ‘I enjoyed reading this audit committee report – it all seemed

very joined up.’ There is a detailed overview of risk management and internal controls governance and the link between strategy and the principal risks was clear, unusually covering competition as a key risk. The Audit committee report was felt to be a particular strength – not at all boiler-plate, indeed described by one judge as ‘passionate’. There was excellent disclosure of significant issues discussed by the committee – one hour at each meeting is set aside for training audit committee members. Halma are a risk management company reporting on risk management, so the judges’ expectations were high and this report met them.

FTSE 250


Spectris – highly commended. The judges were impressed by the interactive PDF which was particularly helpful in enabling quick reference to signposted sections of the report. The audit committee report was innovative and informative, including descriptions of the key issues considered by the committee, and an interesting breakdown of who attends meetings to discuss which topics and why.

Amec. Risk management was very well covered and interestingly integrated into the business model review as opposed to being a separate section, making it easy to understand the links to strategy and performance. The quality of information in this report was felt to be unusually high.

Great Portland Estates. The overview of the principal risks and the information about impact and likelihood was very clear with good links to further information. The judges liked the section on how they assess the external auditor and the audit tendering process.

Judging panel: Andrew Chambers, Gillian Lees, John Ludlow and Nicola Rimmer

26


GlaxoSmithKline. There was a clear introduction from the committee chairman, including an overview of performance and how that has impacted outcomes. KPIs were clearly linked to remuneration. The tracking of awards was really helpful and there was a clear focus on engagement with shareholders.

Rio Tinto. The chairman’s letter was candid regarding failings in safety and there was a good overview from the committee chairman with a personal tone that created confidence in the process. The report contained an unusual level of detail in the ‘link to group performance and strategy’ section which offered some genuine insights.

Standard Life. The report was written with a helpful description of targets and an interesting discussion on performance and achievements. The disclosures on how discretion works under the maximum opportunity were interesting, with clear disclosures on why specific metrics have been chosen for the schemes.

Smith and Nephew plcA good attempt had been made to keep the report brief but informative. The chairman’s letter was excellent with sound explanations

linked clearly to strategy right at the front of the report. This was clearly developed in the policy table. The explanation of 2013 performance was good with helpful graphics and charts in respect of policy and target summaries. The overview of executives’ performance during the year for bonus payments was very helpful and the analysis of recruitment policy was unusually clear and well written.

FTSE 100

Best Remuneration Report

Judging panel: Frank Curtiss, Paul Lee, Andrew Ninian, Ruth Pavey, Sallie Pilot and Catherine Woods

Sponsored by New Bridge Street


Lonmin plc The committee chairman’s letter was felt to be particularly insightful, reflecting on performance over the year, link to payouts and how the committee had treated joiners and leavers. There was a good explanation of the different markets in which the company is engaged, and the impact that these have on pay arrangements. The table of advisors was particularly strong, with details of by whom

they are appointed, and there was a clear overview of committee discretion. As a 30 September year-end company, this was one of the very first remuneration reports in the new form, and so others had the opportunity to learn from what they did. It was a shame that relatively few took that opportunity.

FTSE 250


Dairy Crest. Disclosure on recruitment and termination policies was clear, with some interesting information on the approach to outside appointments. There was a good section on why particular performance measures have been chosen.

Thomas Cook. The chairman’s letter was excellent and emphasised the company’s significant turnround. There was a clear table explaining how KPIs are linked to remuneration schemes, aligning pay with growth and an interesting section on the approach to external appointments. The table on executive performance over the year was innovative and helpful.

WS Atkins. A report with some significant strengths e.g. the section on buyouts; the table on termination scenarios; and the analysis of the assessment of performance for annual bonus with insights into the following year’s strategic measures. The details of engagement with ISS were also outstanding.

Best Remuneration Report

Judging panel: Frank Curtiss, Paul Lee, Andrew Ninian, Ruth Pavey, Sallie Pilot, Carol Shutkever and Catherine Woods

28


Randgold Resources - highly commended. The judges were impressed by the details in this report, recognising the challenges of working in the countries in which they operate. For example, with malaria and AIDS programmes. There are clear links between sustainability, KPIs and risks and details of the sustainability issues at each mine.

Mondi. A thorough and useful integrated report, demonstrating that the company is really thinking about the future challenges it may face. There was clear commitment in the CEO letter that the company doesn’t want business to profit at expense of the environment and society. There was sustainable development paragraph for each business division and some innovative activities.

Unilever. Both the chairman and CEO make references to the importance of sustainability, with the sustainability plan particularly prominent throughout the CEOs review, and it is clearly linked to their strategy and KPIs.

Johnson MattheyThis was a great example of a company committing to integrated reporting and continuing to think about how externalities affect the business. KPIs include safety, global

warming potential, and health management and there are clear links to the risk register in terms of operational health and safety and the availability of strategic materials. The judges were particularly impressed by the focus on the workforce – building a sustainable workforce through talent management, global recruitment, strategic resource planning, and fair rewards for sustained performance. There were clear case studies on workforce globally, and employee turnover by region with good information on training days and spend on training.

FTSE 100

Sponsored by Equiniti


Best Sustainability and Stakeholder Disclosure


Rathbone Brothers plc This company presented a good overview of activities that a financial institution can and should be doing in the sustainability space. Sustainability was well linked with strategy

and risks, and the CEO chairs a social and environmental committee, which is formed by members of staff. CO2 intensity was measured under variety of metrics and there was good coverage of how environmental concerns are addressed in their day to day operations – building energy use, travel, paper, waste, refrigerants, carbon footprint etc.

FTSE 250


Pennon – highly commended. The company is clearly embracing sustainability in its two businesses and it was interesting to see the expansion into renewable energy from waste. The chairman’s letter talks about commitment to ESG matters at board level and there is a clear link to KPIs, with strategic sustainability objectives and good links to risk.

Catlin. The company’s support for the Catlin Global Reef Record and the Seaview Survey clearly demonstrates that this underwriter is lending its risk modelling skills to issues which are going to affect the world’s seas. This innovative approach to sustainability linked to their own business model – collecting better, impartial data about the changes occurring to coral reefs and oceans.

Lonmin. The chairman’s letter talks of their commitment to improving the lives of employees and communities surrounding thier operations. Strategic priorities include a number of sustainability issues and the social agenda is a part of strategy and operations.

Judging panel: John Gollifer, Catherine Howarth, Paul Lee and Deepa Raval

Best Sustainability and Stakeholder Disclosure Supported by TMF Group

30


32

Scott Brooker GradICSASovereign Housing Association Limited

A clearly written and presented nomination, demonstrating significant activity above and beyond daily work. The judges were impressed by Scott’s impact on his department and the fact that, after only two years, he is perceived to be demonstrating many of the skills that a top company secretary needs. Described by his Deputy Company Secretary as ‘one of the most exceptional talents I have been privileged to see and nurture at an early stage of their careers,’ Scott is described as ‘like a sponge, absorbing all new technical information imparted to him and translating it into pragmatic applications.’ The judges were impressed by Scott’s ability at such an early stage of his career to take on project work and additional responsibilities, as well as being asked to mentor new members of staff.

Shortlisted: Hannah Blackmore, Integrated Financial Arrangements plcJill Elliott, Morgan Advanced Materials plcSuzanna Dabski, Westpac Banking CorporationOliver Strawbridge, Shire plc

The One to WatchSponsored by Genius Methods

Judging panel: Chris Hopson, Nicola Rimmer, Carol Shutkever and Derek Woodward


Lorna McMillan GradICSAClydesdale Bank PLC

Lorna is responsible for overseeing a busy team with a number of different, internal objectives whilst carrying out the day to day demands of the Main Board. The judges were particularly impressed by the way in which she has developed the ‘Deputy Company Secretary’ role to become a trusted advisor to the Clydesdale Bank PLC Board and Board committees, enhancing the secretarial service provided to these bodies and allowing them to operate to a much higher standard and allowing the General Counsel & Company Secretary to focus on providing legal advice and expertise. She has also been an active mentor for junior staff.

Shortlisted: Dorcas Murray, Premier Farnell plcFiona Rose, Merlin Entertainments plcEmma Versluys, Provident Financial plc

Deputy Company Secretary of the Year AwardSponsored by Boardvantage

Judging panel: Chris Hopson, Nicola Rimmer, Carol Shutkever and Derek Woodward

34

RSA Insurance Group PLCThe judges felt that the nominees were all clearly very high performing teams. They decided that the critical issue should be where the team has gone significantly above and beyond what might normally be expected from a company secretarial team. For example, the implementation of electronic board documentation is, in this day and age, a

hygiene factor rather than a differentiator, no matter how antediluvian the board members! They unanimously agreed that RSA Insurance Group had most clearly demonstrated that level of achievement, in the light of the sheer volume of challenges that they have faced as a team, including emergency board meetings, corporate actions and enhancements to insider management. The sheer volume of change with which they have dealt impressed all the judges.

Company Secretarial Team of the Year Awards Sponsored by Computershare

Listed Companies

Shortlisted: BG Group PLCFriends Life Group LimitedIntercontinental Hotels Group PLC

Invensys plcRSA Insurance Group PLC



Company Secretarial Team of the Year Awards

Shortlisted: AgeasThales

Unlisted Companies

LV=

A clearly written and presented nomination, demonstrating significant activity above and beyond their daily work. The judges were impressed by the commerciality demonstrated by this team in using their company secretarial skills to solve commercial problems for their wider business and by their establishment of a board charter, which outlines agreed service standards with regards to the content and submission of Board papers, best practice for attending and participating in Board meetings and the role of the team in ensuring the smooth running of board and committee meetings. The judges were also impressed by their commitment to member communication, complying with PLC standards for announcements and corporate governance reporting. Within the profession, their work on gender diversity, involvement with the South Coast Company Secretary Forum, and provision of work placements for students from Portsmouth University also made them stand out.

Judging panel: Chris Hopson, Nicola Rimmer, Carol Shutkever & Derek Woodward

36

Company Secretary of the Year Awards

Not-for-Profit Organisations

Shortlisted: Pauline Fox, North Tyneside Clinical Commissioning GroupSusan Giles, Southport & Ormskirk Hospital NHS TrustAmanda Humphrey, Roffey Park Institute

Paul HowardLancashire Teaching Hospitals NHS Foundation Trust

All the nominees had clearly delivered a very strong performance, but the judges regarded Paul as the stand out candidate given the innovation and external focus demonstrated both within his role and in his wider sector. Paul was felt to have clearly gone the extra mile above and beyond a very strong field of nominees. The last few years in the NHS have been full of change, and Paul has remained abreast of these developments and has acknowledged the need to change working practices as a result. He understands the need for the company secretary to be outward-facing as well as a strong leader within their own organisation, and articulates the need for collaborative working amongst NHS foundation trusts. Paul is passionate about the role of a governor in an NHS foundation trust and understands the importance

of providing effective training in order to make them true ambassadors for the public, particularly in light of the many changes that have taken place.


Supported by Boardvantage


38

Company Secretary of the Year AwardsSponsored by Association of Women Chartered Secretaries

Unlisted Companies

Shortlisted: Maggie Mellor, ACE European GroupJulian Sanders, BUPA

Michael Seabrook FCIS Thales UK Limited

Michael was described as showing exemplary leadership and management. His role has grown significantly over time as new responsibilities have been added to his remit and, at both board and senior management levels he has gained a reputation as the ‘go to’ person; an excellent sounding board and confidant for the directors and executive management teams, who frequently come to him for advice. As UK Ethics Director, he has pioneered the Thales Ethics Awareness programme from its inception in 2010. He has also recently been appointed Head of Compliance, which again demonstrates the Board’s confidence in and endorsement of his capabilities to ensure that the UK businesses remain compliant with their legal obligations.



Company Secretary of the Year Awards

Shortlisted: Tim Hartin, Westpac Banking CorporationColin Armstrong, Merlin Entertainments plc

Sponsored by ICSA Software International

Listed Companies

Rob Bellhouse FCISLonmin PLC

As a company with a 30th September year-end, Lonmin was one of the first to have to grapple with both the new requirement for a Strategic Report and for remuneration reporting in a new format, to such good effect that Lonmin have been the winner of the Best Annual Report and Best Remuneration Report this evening, as well as being shortlisted for two other awards. It is important for a ‘Company Secretary of the Year’ not just to perform his or her role in an exemplary fashion, but also to play a part in leading and shaping the profession. Rob has been a member of the ICSA Company Secretary’s Forum since July 2008 and of the GC100 Executive committee. For both organisations, he has played an active role in their work in liaising with Government and regulators, acting as an advocate

and ambassador for the profession. His chairman, Brian Beamish commented, ‘Rob has not allowed his day job at Lonmin to limit his contribution to the company secretarial profession… He has been unstinting in his enthusiasm and commitment to make a difference to the profession and the world of governance.’


40

Outstanding Achievement Award Sponsored by ICSA Software International

Alan Theakston FCIS Alan is recognised tonight for his outstanding work for ICSA and for improving the efficiency of businesses, charities and educational establishments. A company secretarial and governance professional with a career spanning almost 50 years, Alan shows no signs of slowing down and is currently a trustee of a pension scheme, The Ropner Centenary Trust and the Chartered Secretaries Charitable Trust. He is also a director of international software firms ICSA Software and ICSA Boardroom Apps Limited. A Fellow of ICSA, Alan has previously held the positions of UK President and International President. He has also sat on ICSA’s Education Committee and Public Practice Committee and chaired its Oversight Committee. Starting out as an assistant company secretary at Darlington based

company, Ropner PLC, he went on to become a main director on the board and Group Company Secretary. Alan has also held governance and company secretarial roles for a number of solicitors, private limited companies and several charities. He has also worked for Darlington College, South Tyneside College, Hartlepool College and Unity City Academy in Middlesbrough. Alan cited the most satisfying period of his career followed his appointment as group company secretary of Ropner, during which time he was responsible for significant changes to the company’s corporate governance structure, including those introduced by the Cadbury Code. He says “Governance is not just about complying with codes; it serves a far greater purpose than that. Done well, it can help businesses and organisations grow and achieve sustainability. In short, it is what is needed to ensure long-term prosperity.”


Hermes Fund Managers Hermes Fund Managers is a unique fund manager – we have been an industry leader in Responsible Investing for over 30 years and offer clients the unparalleled combination of:

• Our Multi-Boutique Structure gives institutional and pension fund clients globally the benefit of access to a broad range of specialist, high conviction investment teams operating within an established and robust operating platform.

• Our Investment Office is a crucial function, acting as a performance risk ‘radar’ for all boutiques’ investment activity and is central to our mission to deliver Sustainable Risk-Adjusted Alpha to all our clients.

• Our commitment to behaving as a Responsible Asset Manager, not merely by being a ‘Responsible Investor’ in quoted companies but also by applying these principles across all asset classes and by behaving as a ‘good fiduciary’ on behalf of our clients.

Hermes’ investment solutions include:

• Bonds: Inflation-Linked, Government Bonds, Investment Grade, High Yield • Alternatives: Commodities, Fund of Hedge Funds, Real Estate, Private Equity,

Infrastructure• Equities: Global, Emerging Markets, Small Cap, Europe, Japan

Excellence in Governance Awards Partner

Thanks to our Party Bag Sponsors

42

About ICSA

Help Members – Advance the Profession – Celebrate AchievementThe Chartered Secretaries’ Charitable Trust was established for the benefit of current and former members, graduates, students and employees of ICSA. Our aims are simple. We are here to help... We give financial support to individuals in need, advance education and training in secretaryship and business administration, and provide annual prizes to reward the highest achieving students in ICSA examinations. At tonight’s event we would like to raise funds to support the trust’s education and research aims.

If you know of anyone who you think might need our help, please encourage them to get in touch. Should you want to support the work that we do, your donations will be gratefully received.

www.icsa.org.uk/CSCT

The Institute of Chartered Secretaries and Administrators (ICSA) is the membership and qualifying body for professionals, including company secretaries, working in governance, risk and compliance. Our members work in all sectors and at every level of seniority. With over 100 years of experience, we champion high governance standards by providing qualifications, training, high-quality guidance and support (including technical resources, publications and software), and through our work with regulators and policy makers.

Website: www.icsa.org.ukTwitter: @ICSA_News


See you next year…

Next year the ICSA Awards will be back and bigger than ever.

Come celebrate with us again at our new residence at the Hilton Park Lane on 1 December 2015.

To reserve your table early, email us at [email protected].

44

In association with:

Sponsored and supported by:

ICSA Board Evaluation

Documents

ICSA Awards 2014 Book of the Night inside pages-3 · 2015. 6. 18. · A short list of nominees for each category is compiled and the shortlisted reports and individual nominations