Hermes Proposes Corporate Governance Reform for Private Infrastructure

Approximately half of Great Britain’s national infrastructure pipeline is expected to be financed by private investors between 2015 and 2021.

UK-based investment manager Hermes Investment Management has proposed an enhanced corporate governance code for private infrastructure assets.

Infrastructure services have traditionally been provided by publicly owned entities and national governments, but as Hermes points out, approximately half of Great Britain’s national infrastructure pipeline is expected to be financed by private investors between 2015 and 2021.

“Few asset classes are as necessary, or significant, to the daily lives of individuals as infrastructure,” said Peter Hofbauer, Hermes Investment Management’s head of infrastructure. “These businesses provide essential social services, including access to water, energy, health and social care, and vital transport services. In short, they are the basic physical and organizational structures and facilities needed for the operation of a society.”

 The proposal comes after the UK government issued a green paper in November seeking corporate governance reform for public and large private entities. 

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“I want the Government to have an open discussion with businesses, investors, and the public about what needs to be done,” wrote UK Prime Minister Theresa May in her introduction to the green paper. “This is an important task, and one where both the government and big business must rise to the challenge of restoring faith in what they do.”

Hermes’ proposal includes:

  • Board Effectiveness Reviews – “A requirement for infrastructure businesses to periodically and genuinely consider the board’s skills and diversity, the quality of debate and decision making, the adequacy of conflict management processes, and its overall effectiveness in a structured and documented manner.”
  • Independent Chair – “An independent chairperson can provide valuable assistance in steering robust and effective board debate and stewarding interactions between shareholders, the board, sub-committees and management.”
  • A Minimum Number of Independent Directors – UK utilities regulators Ofwat and Ofgem each require the appointment of a specified number of independent non-executive directors to licensed operating company boards. “Such individuals are typically selected based on their sector or industry experience. The presence of independent, experienced industry professionals can provide comfort for investors, end users and other stakeholders.” 
  • Stakeholder Committee – An advisory committee made up of company management, shareholder directors/independent directors and other key stakeholders operating under agreed terms of reference. “While seemingly radical, this would not be a significant move away from existing practices of certain licensed regulated utilities, including certain water companies, which already maintain customer service committees. 
  • Remuneration – Aligning remuneration to matters other than financial returns (such as metrics related to environmental and social performance). “Making this an expectation for essential infrastructure businesses would mean such conversations at remuneration committees are the norm.”
  • Transparency and Disclosure – Clear and transparent disclosure from businesses both for the purposes of risk management and opportunity analysis. “Where infrastructure services have historically been provided by government, key stakeholders would have had the right to certain information.” 

“We believe the time is right for the authorities and the infrastructure industry to consider implementing some or all of the options set out in our paper,” said Hofbauer. “There is a distinct need for initiatives that will deliver an enhanced governance framework for the benefit of infrastructure company boards, shareholders, stakeholders, the public interest, and increase accountability.”

By Michael Katz

Related link: Declining Pensions in the UK

Are Strategic Communications in the C-Suite Working?

Paper finds that executives have to be present and personally deliver their message.

 

How important is it for CIOs and other top-level executives to communicate the corporate strategy within their departments as well as across the entire corporation?

From the board level to the shop floor, effective communications is regarded as being a top element for boosting and maintaining company morale and productivity.

In uncertain economic and political times, getting the right messages across large, complex organizations has become more important as a means of reducing staff turnover, minimizing the risk of making mistakes and taking any corporation’s main messages into the population.

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In a working paper, Strategic Communication in the C-Suite, published in the International Journal of Business Communication, Jan. 20, 2017, Paul Argenti, professor of communications at the Tuck School of Business, researched the ways in which C-suite executives are using corporate communications to execute strategy. In the paper, he theorized that this process has undergone a major shift, from a tactical and superficial focus on speeches and media placements to a more strategic and elevated level.

Based on the primary research conducted in 15 individual, in-person interviews, Argenti found the following:

  • The most important element is to have a clearly articulated strategy that gets repeated broadly and consistently throughout the organization and to the appropriate audiences.
  • Deliberately developing a culture of employee engagement emerged as central to the execution of strategy through communication.
  • Executives have to be present and personally deliver their message. This proved to be “a critical success factor for leaders executing strategy through communication.”

More specifically, the paper found that strategy is dependent on everyone at all levels of the company understanding the company strategy.. It must be clearly and consistently communicated. 

As chief financial officer (CFO) of Quintiles Mike McDonnell said in an interview: “Once a strategy has been developed, it is again all about communication. You need to develop key phrases or buzzwords that will remind people what your corporate goals and strategy are all about”.

This was also the opinion of the former Governor of New Hampshire and former CEO of Knoll, John Lynch, who emphasized the need for consistency. “The ‘Theory of the Fix’ was my strategy for fixing Knoll: if we cut $70 million right away, the margin would pop. This idea was discussed with all employees and Lynch “shared it with every single person throughout the organization. I would actually see this theory taped up on the factory floor. You could ask anyone in the company “what is the theory for fixing Knoll?” and everyone could answer the question. Everyone knew why we were doing it. They might not have liked it, but they were more likely to buy into it if they were completely clear to the strategy of the firm.”

Another CFO, Doug Laue of Davidoff of Geneva, stressed the themes of being transparent and repeating the company’s values to help develop corporate culture.

When there is a crises or a company is in the process of transforming itself, a leader must be present. In previous research focused on extreme crises such as 9/11, “the presence and even the voice of the CEO in particular was critical to restoring the organization to normalcy or moving the organization to a new place,” Argenti wrote.

In these situations, Quintiles’ McDonnell  said: “This is hard because you are in crisis mode and on your back foot. There simply isn’t enough time to communicate eloquently. Long, well-thought-out emails become impossible. My experience in these situations is that there is no substitute for in-person communication. Call short impromptu meetings when you can and bring the right people into the room. Tell them what is going on. Thank them for their efforts, and tell them that you care. Remind them to keep their perspective . . . and that things will get better. Distinguish between what can be controlled and what cannot. Seek their commitment and promise the same in return.”

While other research has found that corporate managers attribute negative events, such as a profit drop, to the environment and positive events to themselves, CFOs consider profits to be their most important metric for stakeholders. Still, there are times when they also have to communicate other factors to their staff, shareholders and the corporation.

The summary of the paper found that the best communicators of corporate strategy were personally involved, and engaged with their employees at all levels to stress corporate goals and culture. As the paper stated:

  • Since more companies are global and national, “corporate leadership needs to be deliberate in encouraging employees to act as one, aligned both strategically and culturally.” This means everyone has to be “on the same page” in order to execute strategic initiatives.
  • It is very important to be consistent and maintain open, constant two-way communication. “Transparency builds trust, and employees are more engaged with an organization’s values and vision if they feel that they are part of the conversation,” the author said.
  • “The best organizations today have leaders who are omnipresent and hyper-communicators.” Good communicators and leaders are physically present. 

“Given that strategic approaches to communication are much more important in organizations than ever before, we as academics have an obligation to help the business leaders of tomorrow find ways to be more effective communicators and leaders,” Argenti said.

By Chuck Epstein

Related Links: Investing and Data Communications



 

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