The Walker Review | Practical Law

The Walker Review | Practical Law

The Walker Review

The Walker Review

Practical Law UK Legal Update 2-422-1902 (Approx. 2 pages)

The Walker Review

by Prudence Richards and Matthew Rutter, Norton Rose LLP
Published on 11 Aug 2009

Speedread

HM Treasury has published a consultation paper, prepared by Sir David Walker (Walker Review), recommending substantial changes to the way the boards of banks and other financial institutions function, in particular through boosting the role of non-executive directors in the risk and remuneration process. This article outlines the main themes of the Review.
On 16 July 2009, HM Treasury published a consultation paper prepared by Sir David Walker (Walker Review) in which he recommends substantial changes to the way the boards of banks and other financial institutions (BOFIs) function, in particular through boosting the role of non-executive directors in the risk and remuneration process.
The Walker Review contains 39 recommendations based on five key themes:
  • The existing UK Combined Code on Corporate Governance (Combined Code), administered by the Financial Reporting Council (FRC), remains fit for purpose. The "comply or explain" approach to guidance and provisions under the Combined Code should continue to provide the basis for better corporate governance practice in BOFIs, although some provisions require amplification and better observance.
  • A "culture of challenge" within the boards of BOFIs, especially on decisions relating to risk, will be encouraged. To achieve this, close attention should be paid to board composition and non-executive directors (NEDs) should be expected to commit more to their role in terms of time and training. The chairman's role in all of this will be paramount.
  • As the core objective of a BOFI is the successful arbitrage of risk, board level engagement in the high level risk process should be materially increased. In particular, this will involve a dedicated NED to focus on risk issues in addition to, and separately from, the executive risk committee process.
  • There is a need for increased communication and engagement with institutional shareholders to support long-term improvement in performance. New "Principles of Stewardship" will be introduced, with which all institutions that are authorised to manage assets for others will be expected to conform on a "comply or explain" basis.
  • Existing board remuneration committees should be extended to cover the remuneration framework for the entire organisation, with an obligation to disclose details of the remuneration of certain high-earners. Incentive payments should be deferred. At least half of variable remuneration should be in the form of long-term incentive schemes with vesting deferred for up to five years. If the remuneration report receives less than 75% of the total votes cast, the chairman of the remuneration committee should be subject to re-election.
The Walker Review envisages that most of its recommendations will be incorporated as guidance and provisions in a revised Combined Code (which the Financial Reporting Council (FRC) is also reviewing at the same time).
The consultation extends until 1 October 2009 and the final version of the Walker Review and recommendations are due to be published in November 2009.