Corporate governance forum highlights level of integrity of directors
While there is no all-embracing, mandatory code of conduct for company directors in Bermuda, the global focus on raising the standards of corporate governance is relevant and important for the Island.That was the message presented to members of the Bermuda Branch of the Institute of Directors by three panellists who gave perspectives on corporate governance at a breakfast business gathering held at the Royal Bermuda Yacht Club yesterday.A legal view was given by Scott Pearman, a litigation lawyer at Conyers Dill & Pearman. He pointed out the Companies Act makes no distinction between executive and non-executive directors.Mr Pearman highlighted the levels of competence and integrity expected of company directors, namely fiduciary duties and a duty of skill and care, such as attending a reasonable number of board meetings and acting ‘prudently and correctly’ as a director.Shauna MacKenzie, director of legal services and enforcement at the Bermuda Monetary Authority, gave an overview on corporate governance as it related to directors of regulated institutionsShe said the BMA was looking at how it could incorporate international standards within the Bermuda regime as appropriate, taking into consideration a business’ scale and complexity.The BMA has also listed code of conduct expectations on its website. Ms MacKenzie said the Authority looked at the “fitness and propriety” for a person to be a director. Asked how it could measure such attributes, she said the BMA assessed directors’ background and their skills and experience. She said it was an evolving process and a new area of assessment.Steve Woodward, managing director of KPMG Enterprise, provided background on how corporate governance rules have evolved in the UK. He said his company was working with businesses to implement good governance principles. He listed these as including leadership and effectiveness, such as having a rigid, formal and transparent procedure for making board appointments rather than it simply being, for example, a case of someone being “tapped on the shoulder” at the golf course.Mr Woodward explained the importance of having re-election of boards at regular intervals, and said it was good governance to ensure that no executive director was responsible for deciding their own remuneration. He added that in Bermuda many companies are run effectively because they have a chairman who is key to instilling the principles he mentioned. He recommended that companies look to see what corporate codes can be applied.