Chartered Governance Institute UK & Ireland

Code of Practice for board reviewers

Adoption and application of the Code 

I apply the CGIUKI Code of Practice for board reviewers (the Code) when I undertake independent board performance reviews.  There are four principles of the Code and I have set out below how I ensure my board reviews are conducted in accordance with these principles.  When appointed to undertake an independent board performance review I will discuss this Code with clients and ensure that the terms of my engagement are compatible with it. Any engagements which I undertake for companies in the FTSE 350 will be conducted in accordance with the Code.  In other cases I would expect to undertake board reviews in accordance with the Code unless there were exceptional circumstances which made this inappropriate.

Principles of the Code

A. Competence and Capacity

B. Independence and Integrity

I have worked with and on boards and other governing bodies for over 30 years.  Details of my experience can be found here.   

The way I undertake a board performance review and report my findings is described here.

I undertake regular continuing professional development to keep my knowledge and skills up to date and remain aware of developments in best practice.  I have roles as both a non-executive director and company secretary which also contribute to my ongoing professional development. 

I adhere to the CGIUKI Code of Professional Ethics and Conduct which can be found here. 

As well as carrying out board reviews, I act as a non-executive director and company secretary.  I provide governance reviews or governance related projects for a wide variety of clients across many sectors.  I also provide mediation services (civil & commercial and workplace & employment).  These services would not normally overlap.  I check for, disclose and manage any conflicts of interest before I take on new clients so that I can ensure I provide independent advice.  

For board reviews and follow ups I would normally work with a client for a maximum of six years (which would cover two reviews and follow ups).  It is considered best practice for companies to change their board reviewer after that time to avoid the possibility of a close working relationship affecting the independence of the review.   

C. Client engagements

D. Client disclosure

I do not begin to work with a client on a board review (or any other service) until we have mutually agreed terms in a signed engagement letter which cover all the key matters, including the scope of the review, confidentiality, fees and payment terms, the expected timing of the review and delivery of the report to the board.  I will always keep confidential any information i receive during a review, unless I am required to disclose it for legal or regulatory reasons.  In those circumstances I would advise the client before releasing the information to the extent I was permitted to do so.

If a client shares publicly any details of the board review process or the outcomes (for example in their annual report or on their website) I should have the opportunity to review and comment on the disclosure (including any views or opinions which are attributed to me) before it is published so that I can be satisfied that it is an accurate and fair reflection of the review and any opinions I have expressed.    

Lorraine Young BSc FCG ACIArb

This statement was published in April 2024 and is due for review in April 2025. 

 

The CGIUKI Code of Practice for board reviewers can be found here.