The winners
Foreword
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 FCIS
Policy and Research Director, ICSA
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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 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
Best Annual Report Winner
– Small Cap and AIM
14
Best Annual Report Winner – Unlisted
16
Company Secretarial Team of the Year
Winner – Listed Companies
32
Best Strategic Report
Award Winner – FTSE 100
18
Company Secretarial Team of the Year
Winner – Unlisted Companies
33
Best Strategic Report
Award Winner – FTSE 250
19
Company Secretary of the Year
Winner – Not-for-Profit
34
Best Board Disclosure
Award Winner – FTSE 100
20
Company Secretary of the Year
Winner – Unlisted Companies
36
Best Board Disclosure
Award Winner – FTSE 250
21
Company Secretary of the Year
Winner – Listed Companies
37
Best Audit and Risk Disclosure
Award Winner – FTSE 100
22
Outstanding Achievement
Award Winner
38
Best Audit and Risk Disclosure
Award Winner – FTSE 250
23
About our 2014 Awards partner/
Thanks to our party bag sponsors
39
Best Remuneration Report
Award Winner – FTSE 100
24
About the ICSA charity
– text giving number
40
Best Remuneration Report
Award Winner – FTSE 250
25
See you next year
– date/venue/contact details
4
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About the ICSA Excellence in Governance Awards
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.
6
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.
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Judging criteria and process
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?
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.
8
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.
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Key observations on company reports
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?
10
• 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 report
It 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 reporting
There 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.
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The ICSA Excellence in Governance Awards
Judging Panel
Dame Alison Carnwath (Chair)
Chairman, Land Securities plc
Paul Boniface
Secretary, The National Trust
Professor Andrew Chambers
Management Audit LLP
Andrew Ninian
Director, Corporate Governance and
Engagement, Investment Management
Association
Lyn Colloff, FCIS
Company Secretary, Cobham Plc
Ruth Pavey, FCIS
Company Secretary, Capital & Counties
Properties PLC
Frank Curtiss, FCIS
Head of Corporate Governance,
RPMI Railpen Investments
Sallie Pilot
Director, Black Sun plc
Lindsay Driscoll
Charity law and governance consultant
Nicola Rimmer
President, Chartered Institute of Internal
Auditors
Anthony Fitzsimmons
Chairman, Reputability LLP
John Gollifer
General Manager, the Investor Relations
Society
Chris Hopson
CEO, Foundation Trust Network
Catherine Howarth
CEO, ShareAction
Jo Iwasaki
Head of Corporate Governance, ICAEW
Paul Lee
Head of Investment Affairs, National
Association of Pension Funds
Deepa Raval
Project Director, Accounting and Reporting
Policy Team, Financial Reporting Council
Carol Shutkever
Partner, Herbert Smith Freehills
Lara Thomassen
Policy Adviser, CBI
Tim Ward
CEO, The Quoted Companies Alliance
Mark Wearden, FCIS
ACCA Governance Risk and Performance
Forum/MBS Challenging Perception
Victoria Whyte, FCIS
Company Secretary, GlaxoSmithKline plc
Gillian Lees
Head of Research & Development,
Chartered Institute of Management
Accountants
Derek Woodward, FCIS
Group Company Secretary
Thomas Cook Group plc
John Ludlow
Board member, AIRMIC
Catherine Woods
Corporate Governance Policy Advisor
Financial Reporting Council
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Best Annual Report
Sponsored by Black Sun
FTSE 100
GlaxoSmithKline PLC
The 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.
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.
Judging panel: Frank Curtiss, Paul Lee, Andrew Ninian, Ruth Pavey, Sallie Pilot,
Carol Shutkever and Catherine Woods
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FTSE 250
Lonmin plc
A 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.
Shortlisted companies:
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.
Judging panel: Andrew Chambers, Anthony Fitzsimmons, Gillian Lees, John Ludlow
and Nicola Rimmer
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Best Small Cap and AIM Report
Sponsored by Jordans
The VITEC Group plc
This 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.
Shortlisted companies:
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.
Judging panel: Lyn Colloff, Jo Iwasaki, Tim Ward, Mark Wearden and Catherine Woods
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Best Annual Report – Unlisted
Supported by Equiniti David Venus
John Lewis Partnership
This report was done ‘in the John Lewis
way’. It was clear, well produced, userfriendly 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.
Shortlisted companies:
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.
Judging panel: Paul Boniface, Lindsay Driscoll, Ruth Pavey, Derek Woodward
and Victoria Whyte
18
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Best Strategic Report
Sponsored by TMF Group
FTSE 100
Babcock International plc
This 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.
Shortlisted companies:
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.
Judging panel: John Gollifer, Catherine Howarth, Paul Lee, Deepa Raval
and Lara Thomassen
20
Sponsored by Addleshaw Goddard
FTSE 250
Cairn Energy plc
A 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.
Shortlisted companies:
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.
Judging panel: John Gollifer, Catherine Howarth, Paul Lee, Deepa Raval
and Lara Thomassen
@ICSA_News #icsaawards2014 | 21
Best Board Disclosure
Sponsored by ICSA Board Evaluation
FTSE 100
Marks and Spencer Group plc
There 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.
Shortlisted companies:
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.
Judging panel: Lyn Colloff, Jo Iwasaki, John Ludlow, Andrew Ninian and Mark Wearden
22
FTSE 250
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.
Shortlisted companies:
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.
Judging panel: Andrew Chambers, Anthony Fitzsimmons, Gillian Lees, John Ludlow
and Nicola Rimmer
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Best Audit and Risk Disclosure
Sponsored by Grant Thornton
FTSE 100
GKN plc
This 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.
Shortlisted companies:
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.
Judging panel: Andrew Chambers, Gillian Lees, John Ludlow and Nicola Rimmer
24
FTSE 250
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.
Shortlisted companies:
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
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Best Remuneration Report
Sponsored by New Bridge Street
FTSE 100
Smith and Nephew plc
A 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.
Shortlisted companies:
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.
Judging panel: Frank Curtiss, Paul Lee, Andrew Ninian, Ruth Pavey, Sallie Pilot
and Catherine Woods
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FTSE 250
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.
Shortlisted companies:
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.
Judging panel: Frank Curtiss, Paul Lee, Andrew Ninian, Ruth Pavey, Sallie Pilot,
Carol Shutkever and Catherine Woods
@ICSA_News #icsaawards2014 | 27
Best Sustainability and Stakeholder Disclosure
Sponsored by Equiniti
FTSE 100
Johnson Matthey
This 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.
Shortlisted companies:
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.
Judging panel: John Gollifer, Catherine Howarth, Paul Lee, Deepa Raval
and Lara Thomassen
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Supported by TMF Group
FTSE 250
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.
Shortlisted companies:
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
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@ICSA_News #icsaawards2014 | 31
The One to Watch
Sponsored by Genius Methods
Scott Brooker GradICSA
Sovereign 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 plc
Jill Elliott, Morgan Advanced Materials plc
Suzanna Dabski, Westpac Banking Corporation
Oliver Strawbridge, Shire plc
Judging panel: Chris Hopson, Nicola Rimmer, Carol Shutkever and Derek Woodward
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Deputy Company Secretary of the Year Award
Sponsored by Boardvantage
Lorna McMillan GradICSA
Clydesdale 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 plc
Fiona Rose, Merlin Entertainments plc
Emma Versluys, Provident Financial plc
Judging panel: Chris Hopson, Nicola Rimmer, Carol Shutkever and Derek Woodward
@ICSA_News #icsaawards2014 | 33
Company Secretarial Team of the Year Awards
Sponsored by Computershare
Listed Companies
RSA Insurance Group PLC
The 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.
Shortlisted:
BG Group PLC
Friends Life Group Limited
Intercontinental Hotels Group PLC
Invensys plc
RSA Insurance Group PLC
Judging panel: Paul Boniface, Lindsay Driscoll, Ruth Pavey, Derek Woodward
and Victoria Whyte
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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.
Shortlisted:
Ageas
Thales
Judging panel: Chris Hopson, Nicola Rimmer, Carol Shutkever & Derek Woodward
@ICSA_News #icsaawards2014 | 35
Company Secretary of the Year Awards
Supported by Boardvantage
Not-for-Profit Organisations
Paul Howard
Lancashire 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.
Shortlisted:
Pauline Fox, North Tyneside Clinical Commissioning Group
Susan Giles, Southport & Ormskirk Hospital NHS Trust
Amanda Humphrey, Roffey Park Institute
Judging panel: Paul Boniface, Lindsay Driscoll, Ruth Pavey, Derek Woodward
and Victoria Whyte
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@ICSA_News #icsaawards2014 | 37
Company Secretary of the Year Awards
Sponsored by Association of Women Chartered Secretaries
Unlisted Companies
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.
Shortlisted:
Maggie Mellor, ACE European Group
Julian Sanders, BUPA
Judging panel: Paul Boniface, Lindsay Driscoll, Ruth Pavey, Derek Woodward
and Victoria Whyte
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Sponsored by ICSA Software International
Listed Companies
Rob Bellhouse FCIS
Lonmin 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.’
Shortlisted:
Tim Hartin, Westpac Banking Corporation
Colin Armstrong, Merlin Entertainments plc
Judging panel: Paul Boniface, Lindsay Driscoll, Ruth Pavey, Derek Woodward
and Victoria Whyte
@ICSA_News #icsaawards2014 | 39
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.”
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Excellence in Governance Awards Partner
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
Thanks to our Party Bag Sponsors
@ICSA_News #icsaawards2014 | 41
About ICSA
Help Members – Advance the Profession – Celebrate Achievement
The 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.uk
Twitter: @ICSA_News
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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].
@ICSA_News #icsaawards2014 | 43
Sponsored and supported by:
ICSA Board Evaluation
In association with:
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