EPISODE · Sep 8, 2020 · 59 MIN
Dr. Roger Barker: Corporate Governance in the U.K. and Europe.
from Boardroom Governance with Evan Epstein · host Roger Barker, Evan Epstein
Start of interview [1:15]Roger's "origin story" [1:50]Introduction of the Institute of Directors of the UK (IoD founded in 1903) [4:56]On the evolution of director education and professionalization in the UK. "Modern" corporate governance in the UK was kickstarted by high profile scandals in the late 1980s such as Robert Maxwell's media empire collapse, Polly Peck, BBCI, etc. which led to the Cadbury Committee in 1992 [7:00]No certification required to be a director in the UK "this is why I think we're still a little bit in the Dark Ages or the Medieval period in terms of directorships and what the pre-requisites for directorship should be" [8:32]"I think in 20-30 years from now it will be taken for granted that before you step into any significant directorship role you will have to have some type of professional credentials or pre-requisites like in any other profession" "there will be a proper professional structure" [9:12]Three stages to the current qualification process offered by the IoD: [10:42]Certificate in Company Direction (knowledge)Diploma in Company Direction (practical: skill development)Qualification as Chartered Director (experience with board for at least 2 years)Director education in Europe [15:44]. "It's been a real patchwork of approaches per country" Examples: ecoDa (Confederation of European Institutes of Directors), IFA (France), etc.How has the role of directors changed in the UK [17:14] "It has hugely expanded in scope and complexity" (including technology/disruption, sustainability, etc)The effect of Brexit in Corporate Governance [22:00]Top priorities for boards in the UK per Roger: [24:33]Corporate purpose as an organizing principle for corporations (example: British Academy)Technological change, what does it mean for their companies (beyond cybersecurity and data protection).Climate change and sustainability.More on the purpose of the corporation from the UK's perspective. "The UK is now in a middle ground, between the strong EU "stakeholder" perspective (with significant employee representation) and the Anglo-Saxon tradition of shareholder primacy. The duty of the UK director is to promote the success of the company in the interest of shareholders while paying due regard to a range of other stakeholders" [28:32]The role of institutional investors in shaping the corporate governance agenda in the UK and the rise of ESG [34:20]How does Roger see the surge of benefit corporations and B corps [37:43]The rise of private markets and the state of tech entrepreneurship in the UK. Discussion about the Wates Corporate Governance Principles for Large Private Companies (2018). Collapse of BHS and Monarch Airlines. [42:14]The impact of COVID-19 in corporate governance in the UK [47:01]There was a policy to keep companies going as long as possible (abandoning "any creative destruction" by market dynamics). Measures to support employees, changes in insolvency laws, etc.Shareholders took the back seat. Stopped paying dividends, particularly for banks and financial institutions.Boards have had to switch to virtual meetings. Many pros/cons around the effect of these measures.His favorite book: [51:21]1984 (1949) (by George Orwell)His professional mentors: [52:30]Neville Bain (former Chairman of the IoD)Peter Montagnon (former shareholder advocate and policymaker)His favorite quotes: [54:33]Upton Sinclair: "It is difficult to get a man to understand something when his salary depends upon his not understanding it..."William Faulkner: "The past is never dead, it's not even past" One of the living people that he most admires: Jürgen Klopp (GM Liverpool FC) [56:14]Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License
What this episode covers
In this episode, I talk with Dr. Roger Barker, the newly appointed Director of Policy and Corporate Governance at the Institute of Directors from the U.K. Roger starts the role having been Head of Corporate Governance and Course Tutor at the IoD. More recently, he ran his own corporate governance advisory firm and between 2015 and 2020, he served as a UK Member of the European Economic and Social Committee. Roger also serves as an Honorary Associate at the Centre for Ethics and Law at University College London, and a visiting lecturer at Saïd Business School, Oxford, and Cass Business School, London. Roger is the holder of a doctorate from Oxford University and the author of numerous books and articles on corporate governance and board effectiveness. A former investment banker, Roger spent almost 15 years in a variety of equity research and senior management roles at UBS and Bank Vontobel, both in the UK and Switzerland. If you like this show, please consider subscribing, leaving a review or sharing this podcast with colleagues or friends. You can also subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com
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Dr. Roger Barker: Corporate Governance in the U.K. and Europe.
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