Round Governance Services Limited

There’s a reason why we talk about #listingrules and #disclosuregtransparencyrules a lot and why we recommend there’s always a governance professional involved in any corporate transaction. The latest news is proving us right. 📰 The Financial Conduct Authority (FCA) fines Barclays £40 million in total for its failure to disclose certain arrangements with Qatari entities in 2008. 📰 We get that capital raisings are complex transactions and none of these projects happen without an army of lawyers and advisors. However, ensuring a governance professional is on your team means that the LR and DTR become priorities. The FCA found that Barclays had breached the following provisions of the Listing Rules which were in force at the time: Breach of LR 1.3.3R (now UKLR 1.3.3R); Breach of LR 13.3.1R(3) (now UKLR 10.3.1R) Listing Principle 3 (now Listing Principle 4 in UKLR 2.2.1R.) Steve Smart, Joint Executive Director of Enforcement and Market Oversight at the FCA said: “Barclays misconduct was serious and meant investors did not have all the information they should have had. However, the events took place over 16 years ago and we recognise that Barclays is a very different organisation today, having implemented change across the business. It is important that listed firms provide investors with the information they need.” For more information click on the link below:  https://lnkd.in/eM3uauGd And if you need a governance representative during your capital raising project then please get in touch. 

We know there’s value in having senior management “bring the business to the boardroom” and attend board meetings. As Company Secretaries we make sure that experience is maximised for the benefit of the Board and for real value to be added by their attendance. Here’s how to set your manager up for success. 1) Ensure there’s an Executive Director sponsor for each presenting manager. 2) Ensure the Board knows in advance who is attending, what they do and what they intend to bring to the meeting. 3) If there are pro forma report cover pages and templates, ensure managers have used these to do their reports. 4) Meeting etiquette – ensure your manager is briefed on meeting expectations. 5) Ensure managers are aware of their timings and the importance of them. 6) Ensure managers have been given appropriate notice of their required attendance to prepare their report. Is there a clear, focused brief for them? Do they understand what is expected of them? Would you add anything here? #BoardEffectiveness #CompanySecretary #Governance #BoardPerformance

A huge congratulations to Claire Taylor here at Round Governance Services Limited on her promotion to Senior Associate!   Your hard work and expertise have paid off, and this recognition is so well deserved! #GovernanceConsultant #SeniorAssociate

Did you know that Executive Directors (EDs) and Non-Executive Directors (NEDs): - Are subject to the same directors’ duties under the Companies Act 2006 (S171-177) - Appear the same at Companies House with no distinction - Carry the same responsibilities and liabilities Yet their roles on the Board are fundamentally different. While NEDs often fulfil a regulatory requirement, their true value goes far beyond a ‘tick-box’ exercise. The purpose of non-executives is to bring independent oversight, strategic challenge, and a wealth of external experience. They act as a sounding board for the executive team, scrutinise decisions without bias and help protect the long-term interests of the company. To unlock the full potential of your Board, your executives and senior management must understand the unique role of NEDs. When you use their contributions, you’ll get a board that works seamlessly as a team and produces results. Whilst compliance is the heart of governance, understanding people is the soul and our Board performance reviews don’t just assess. They also consider the people behind the position. This approach drives real change and supports your strategic direction. #Governance #BoardEffectiveness #NonExecutiveDirectors #Leadership #Strategy Pictured here our very own NED Helen Coley who is the backbone to our organisation.

All of us here at the Round House extend a very warm welcome to Highcroft Investments PLC  We look forward to providing company secretarial support to the Board. You can find out more about Highcroft here - https://lnkd.in/eRfdukHu #governance #cosec #consulting 

We haven't seen much of this new legislation in the public domain but it's definitely one we want to shout about! From the 26 October 2024, all employers must take reasonable steps to prevent sexual harassment of their employees. This includes both people they work with and external third parties (customers and clients). As an employer you must take action to assess risks and put measures in place. You cannot wait until sexual harassment happens. If it's already happened, you must take action to stop it happening again. There's some really great advice and tips on the Acas website - for more information check this link out: https://lnkd.in/ee5kNX-p #risk #governance #culture #itsnotrocketscience

Succession planning goes beyond filling bums on seats. It's about identifying and developing future board members in line with the company's strategic direction, bringing in new skills, experiences, and diversity to address any gaps. Proactively preparing for board transitions minimises disruptions, fortifies governance, and ensures the right fit for your board. Our steps include: - Establishing current arrangements. - Securing alignment between the Chair and CEO. - Ensuring clear ownership of the process. - Aligning with the organisation's strategy and future needs. - Articulating the Succession Plan. - Regularly evolving and reviewing the plan - You've got it, use it! If you need help gathering your thoughts together and implementing your own succession plan - drop us a line, we love this stuff! #SuccessionPlanning #BoardGovernance #StrategicAlignment #LeadershipDevelopment

From meeting minute templates to an attendance tracker - Kim Carey, Governance Support Manager at RGS is queen of the meeting matrix. There’s nothing sci-fi about our series of documents, just structure, process and efficiency – key ingredients that when combined result in board success. Find out more about our meeting matrix by following the link in comments below. #MeetingMatrix #BoardMeetings #Governance #CompanySecretary

  We asked the question, “Who is responsible for Board level recruitment within your organisation” Our curiosity was peaking because when we carry out a board performance review, we look at the composition of the Board as a whole. We examine factors including:  Roles and responsibilities  Skills and experience  Diversity  Independence  Tenure And we were wondering, do the decision makers behind your Board appointments consider the above criteria too?  It might help if they did because creating a Board that operates optimally is one that will ultimately guide its company towards success. If you want to know how your board is performing, we can help.  We’ve carried out numerous reviews and succession planning for our clients. We can also conduct your Board appointments too—we certainly know what we’re looking for. #SuccessionPlanning #BoardAappointment #Governance #Directors 

There's a reason the corporate governance code requires the roles of Chair and CEO to be held by different people (in listed organisations). It allows the CEO to get on with the business of 'doing' so the Chair can focus on the business of ensuring conditions are in place for Board and individual director effectiveness.   To quote the FRC's Guidance on Board Effectiveness, the Chair is responsible for "making certain that all directors are aware of their responsibilities and holding meetings with the non-executive directors without the executives present to facilitate a full and frank airing of views".   Do all Chairs recognise that distinction? We can't help thinking that the personality traits of a CEO and those of a Chair are inherently different (but that doesn't mean they are mutually exclusive). Self-regulating and switching between those two hats is a subtle art form, and it's no mean feat to dial down the passion and dial up the balance in an instant.  What do you think? Can the combined role of Chair and CEO ever work in practice? When we do a board performance review, our clients get the benefit of our insight into what makes an effective board and an effective board member. We don’t just tick boxes. We go deeper than that. If you want to find out more about our board reviews, I’ve popped a link in comments below.  #Governance #CorporateGovernancecode #FrcGuidanceOnBoardEffectiveness #RoleOfTheChair #BoardEffectiveness #BoardPerformanceReviews