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Governance: Codes vs. Actions - the mismatch

by Nick Gould

A  headline in the FT  last week  stated  "Michael Geoghegan, Chief Executive of HSBC has threatened to resign from his job if he is not elevated to the Chairman's role, according to people familiar with the bank's succession planning".  We are now finding out a little more of the power playing by members the Board of one of our largest companies.  It is not impressive and the Sunday papers have had a field day; if this can happen to a major company such as HSBC, what about companies who have little idea about corporate governance. That follows on from last weeks public spat between non-executives of ENRC and First Quantum. Last week in a radio report I heard  the end of a piece in which someone commented  that the financial meltdown in the UK was, in the main, nothing to do with company directors but arose essentially because of the sub-prime market in the USA.  Interestingly, I do not recall the sub-prime market collapsing the economies of, for example, Canada, Australia or Israel.  It is all  rather reminiscent of those who kept shrugging their shoulders in the midst of the financial meltdown, with comments from so many in the City to the effect of "don't blame me guv, it's his fault, not mine"  . To my mind what we are actually looking at is the divorce of, or perhaps inability to separate, legislation both actual and proposed (in its widest sense) from reality - by which I mean the  real day to day operation of most companies.  The necessary debate on governance, ethics, the revised Combined Code and so on, seems in practice to have either lost its way or got caught up and/or to some degree ignored in the practicalities of running  major companies. This is despite the numerous books, articles, papers, codes and similar being produced on a regular basis, as well as the many organisations attempting to assist in explaining "good governance". I remember at a talk I gave last year to a group of students on these issues.  I started by saying it was, ultimately,  people not  "legislation" that determine the success or otherwise of most companies and their corporate cultures. This is not however intended to be an article about the meaning of the word "success", except as below.  The examples just mentioned, I think, make the point again.  Codes and rules can assist but common sense, my new buzz phrase, and behaviour have to come first. The reported unedifying behaviour of the Chief Executive of HSBC (whatever the reality might have been) cannot be a good example for those who want to promote good corporate governance.  How different from that of the current Chairman.  I am not sure how this board debate as reported is meant to promote the success of the company but perhaps, in today's world, it is a non-point.  Is money the measure of success?  Does the rest matter?  Perhaps the above phrase applies here as well...don't ask me guv!

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