Corporate governance rules should extend to ‘large private companies’

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The corporate governance and reporting requirements for public listed companies should be extended to private companies to try to avert another BHS debacle, including large private companies with over 5,000 defined benefit pension scheme members, say MPs on the work and pensions committee

The committee, which made its comments In response to the government’s consultation on corporate reform, was drawing in part on its work relating to the collapse of the high street retailer BHS. It is calling for a new duty on company directors to take into account pension schemes and for Insolvency Service reports to be published in the public interest.

Extending the corporate governance code to cover some categories of private company would improve transparency about governance arrangements, performance and risk to the benefit of stakeholders including pension scheme member, the latest committee report states.

The report includes a table of the top 30 largest private companies in the UK,  showing the many household names like John Lewis, Clarks, Matalan, Virgin Atlantic, River Island, Pret a Manger  and the Arcadia Group, that would fall under the parameters of this recommendation.  It says many well-governed large private companies already follow best practice on transparency.

It also wants pension scheme trustees to be added to section 172(1) of the Companies Act 2006. That legislation sets out the duties of company directors, including a list of stakeholders to whom they must have regard in the course of their duties.

The committee argues the current list does not explicitly account for defined benefit pension scheme members. Their income in retirement is reliant on the sustained success of the sponsoring company but former employees in particular are at particular risk of being neglected in corporate decision making. It says this measure could increase the chances both that directors would take into account the interests of pensioners in carrying out their duties and that those who have failed to do so will be held accountable in the courts.

As regards its proposals for future Insolvency Service reports to  be published when there is significant public interest in publication, the committee says it welcomes the government’s indication that it will seek to publish Insolvency Service findings into BHS, as it argues ‘there is a legitimate public interest in the complete story of the failure of BHS being laid bare’.

Frank Field, chair of the work and pensions committee, said: ‘For a company with a big social and economic footprint like BHS it is simply not enough to be accountable to shareholders – particularly when one shareholder owns most of the stock. The sorry tale of its sale and collapse, putting 11,000 people out of work and leaving a pension fund £571m in the red, with 20,000 pensioners facing an uncertain financial future, was a result of gross failures of corporate governance.

‘We have already expressed our grave concerns about corporate governance in the Green empire, and we know the Arcadia pension fund is also now in substantial deficit. We have been pressing Arcadia’s directors and pension trustees for detailed information on their schemes but very little is published and neither the company nor the trustees – who unlike the BHS schemes do not have an independent chair - will tell us.

‘Does Sir Philip not want us to know that he was being relatively generous to the Arcadia schemes while the BHS schemes floundered and the company headed inexorably for insolvency? Was he neglecting both? It can’t be right that basic information like the schedule of employer contributions and the length of the recovery plan is not in the public domain. If it goes under then levy-payers and pensioners foot the bill.’

The work and pensions committee report, Response to the government’s consultation on corporate governance reform, is here

 

Pat Sweet | Reporter, Accountancy Daily [2010-2021]

Pat Sweet was the former online reporter at Accountancy Daily and contributor to the monthly Accountancy magazine, pub...

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