Walker Review proposes fundamental changes

The Walker Review of Corporate Governance of UK banks and other financial institutions has recommended strengthening bank boards, making rigorous challenge in the boardroom a key ingredient in decisions on risk and measures to encourage institutional shareholders to play a more active role as engaged owners of banks and other financial institutions.

Sir David Walker said: "These proposals are designed to improve the professionalism and diligence of bank boards, increasing the importance of challenge in the board environment. If this means that boards operate in a somewhat less collegial way than in the past that will be a small price to pay for better governance."

Specific proposals include:

• Board level risk committees chaired by a non-executive
• Risk committees to have power to scrutinise and if necessary block big transactions
• More power for remuneration committees to scrutinise firm-wide pay
• Remuneration committee to oversee pay of high-paid executives not on the board
• Significant deferred element in bonus schemes for all high-paid executives
• Increased public disclosure about pay of high-paid executives
• Chairman of remuneration committee to face re-election if report gets less than 75% approval
• Non-executives to spend up to 50% more time on the job
• Non-executives to face tougher scrutiny under FSA authorisation process
• Chairman of board to face annual re-election
• Financial Reporting Council to sponsor institutional shareholder code
• FSA to monitor conformity and disclosure by fund managers
• Institutional shareholders to agree MOU on collective action

Sir David said: "Failures in governance in banks and other financial institutions made the financial crisis much worse. Many boards inadequately understood the type and scale of risks they were running and failed to hold the executive to high standards of sustainable performance. Bonus schemes contributed to excessive risk-taking by rewarding short-term performance. And shareholders failed to exercise proper stewardship.

"Taken alongside the arrangements being proposed by the FSA, the recommendations on remuneration are as tough or tougher than anything to be found elsewhere in the world. An important and urgent challenge is to promote adoption of similar approaches internationally.

"These recommendations should bring substantial improvement in the governance of banks. They will not guarantee that failure will be avoided in future but will greatly mitigate the risk."

The consultative document proposes that most of the recommendations are enforced through inclusion in the Combined Code on Corporate Governance, which operates on a ‘comply or explain' basis. It would be for the Financial Reporting Council, which is currently reviewing the Combined Code, to decide exactly how this would be done.