The new code needed to improve the structure and functioning of Boards of Directors, enhance internal controls, audit, risk governance, compliance, disclosure, and transparency. Shareholder protections and stakeholder engagement also needed improvement. All this had to be undertaken in a stakeholder sensitive manner with intimate knowledge of the client’s standards and expectations.

Working with the national financial regulators and capital market authorities, a National legal framework review was undertaken with research of the current practices of listed companies, including gender balance on boards. The gap analysis compared the 2007 Code with 6 other countries, using the OECD Principles and the client’s ESG Methodology and Progression Matrix, as a benchmark. Additional international voluntary good practice was introduced from the Global Reporting Initiatives, Sustainability Accounting Standards Board, and the International Integrated Reporting Council.

Our experienced, specialist team also identified the need to introduce:

• proportionality of application for smaller companies, as well as higher expectations for larger corporations
• Emphasis on the statutory duties of the Board
• Duties of senior management as the first line of defence
• Concepts of skills mix and the benefits of diversity and gender balance
• Updates of the concepts of Environmental and Social Governance, Sustainability, and stakeholders in creating a distinction between CSR and charities.

We found that the elaboration of risk and compliance functions as forward-looking departments, managing emerging risks such as climate change was an important focus, particularly introducing the recommendations of the Task Force on Climate Related Financial Disclosure.

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