OPINION:The same circle of people sitting on the boards of listed companies cannot deliver the blend of expertise that best practice requires, writes PADRAIC O'CONNOR
OVER RECENT months, considerable damage has been done to Ireland’s reputation internationally.
At a very fundamental level, we need to demonstrate the will and the ability to implement the fiscal measures necessary to stabilise the public finances and provide a basis for economic recovery. Hopefully that has commenced with the Budget on April 7th – at least there is now a widespread acceptance that the public finances must be reformed.
The implementation of fundamental reform in that area will be challenging but cannot be avoided or postponed. But in addition to the economic agenda, other areas need to be addressed if the concerns of the international community are to be assuaged. Corrective action in these other areas needs to be progressed with some urgency to restore the credibility of this jurisdiction as a business centre.
On the question of corporate governance, the credibility of any market (and this is particularly the case for a small market) is predicated on its listed companies operating to the highest levels of transparency and governance standards. It is important to say that the majority of listed Irish companies do operate to very high standards and it is essential that specific cases are not extrapolated to impugn the integrity of that majority.
However, legitimate and important issues have been raised relating to events that have occurred and they need to be addressed. We need to have an open and balanced discussion that is focused on making sure our governance arrangements are fit for purpose for the future. They must also take account of the complexity of the issues and the globally competitive nature of Irish business.
Whatever changes may be required must have the central objectives of ensuring shareholder protection and upholding confidence and be aligned with international developments in this area.
There has been much discussion about the composition of boards. There is a clear need for a combination of expertise, independence and objectivity on boards. To my mind, it would be quite a coincidence if the appearance of the same and reciprocal names on the boards of several listed companies delivered these fundamental requisites.
The Combined Code on Corporate Governance is currently being reviewed by the UK-based Financial Reporting Council (FRC). Irish listed companies are required to comply with the code and accordingly the Irish Stock Exchange will be engaged in this debate.
Clearly, efficient markets require transparency from listed companies and it will be important to consider whether further practical steps can be taken to shine a light on the quality of disclosures on corporate governance provided by listed companies. Our objective is to ensure that Ireland follows best international practice in corporate governance and we will be engaging with the State and other stakeholders here to further this objective.
On regulation, it is clear that changes are necessary and inevitable in Ireland’s regulatory approach and supervisory structures. However, international experience shows us that ill considered/reactive regulation has often failed to address the underlying reasons for regulatory failure and, worse, can give a misleading impression of change. It is important we do not fall into this trap. Financial services activities are increasingly globalised, innovative and complex. Effective regulation is therefore entirely dependent on global co-ordination, competent, expert and confident local enforcement and a good corporate compliance culture. Without tackling each of these elements, we will not have the results we need.
The integrated model of regulatory oversight that seeks to reconcile the conflicting priorities of prudential concerns, financial stability, market integrity and consumer protection has manifestly failed. A comprehensive and inclusive debate on how best to move forward is now required.
Understandably, emphasis to date has been on ensuring an appropriate structure for banking stability and prudential oversight. However, due priority must also be given to market and shareholder concerns. Restoring investor confidence is a key consideration and it is important that the interests of market investors are put at the centre of this debate.
Perceived and/or real conflicts between prudential oversight, which deals with the financial stability of an institution, and market oversight, which deals with the interests of shareholders, must be dealt with in any new arrangements. As with corporate governance, Ireland must heed the current international debate in relation to regulation and supervisory arrangements. We must ensure that our regulatory changes are consistent with emerging best practice, EU and globally.
Whether speaking from an economic, governance or regulatory perspective, Ireland has been, and continues to be, judged harshly for the errors of the past. We will also be judged by the remedies we put in place. Ensuring that these remedies are seen by our international audience as well considered, consistent and effective is vital to restoring our credibility. We need to get it right.
Padraic O’Connor is chairman of the Stock Exchange