Corporate governance: what does the future hold?

What does good corporate governance look like today, and what will it look like in years to come? Join IQ-EQ for an expert panel session on 29 February 2024, where we’ll be examining the ongoing evolution of corporate governance and the role of the board of directors, including the rise of corporate sustainability and future developments to be ready for.

If we look back just a few decades, corporate decision-making tended to rely heavily upon casual, undocumented conversations between men in smoky boardrooms. Mistakes were made and it wasn’t long before the world woke up to the need for proper accountability and clear guidelines on how corporations should operate in the marketplace.

Since then, key developments across the globe have included the 1992 release of the Cadbury Committee’s Code of Best Practice in the UK, which outlined a set of principles for good corporate governance, including separation of the roles of CEO and chairman, having a minimum of three non-executive directors on the board, and formulation of audit committees. It also introduced the principle of ‘comply or explain’. Meanwhile in India, the 1999 Kumar Mangalam Birla Committee report ultimately led to the country’s 2013 Companies Act, providing a formal structure for corporate governance with enhanced disclosures, reporting and transparency.

In the EU, rules and guidelines on the general principles of corporate governance have generally focused on the relationship between the company’s management board, its shareholders and other stakeholders. In essence, providing mechanisms for how a company’s corporate activity should be controlled and managed.

More recently, the EU’s Directive 2015/849 was introduced to prevent the use of the EU’s financial system for money laundering or terrorist financing, and elements of this directive have since been translated into a variety of jurisdictional laws for practical application – such as the introduction of central registers of ultimate beneficial owners. In Luxembourg, for example, the country’s Registre des Bénéficiaires Effectifs (RBE) Law can sometimes require board members to be on the RBE register.

Corporate governance has come a long way since the laissez-faire ‘70s, but it has by no means reached its final form. Indeed, even within the past few years we’ve seen its further evolution, influenced by factors ranging from the Covid-19 pandemic to the increasing global focus on environmental and social responsibility.

Covid-19 required the use of video technology to hold board meetings virtually amid worldwide lockdowns, and rules were relaxed somewhat to suit. Articles of association had to provide for video conferencing and electronic communications as viable alternatives to in-person gatherings. This also enabled firms to embrace the digital transformation era, harnessing platforms like Zoom and MS Teams for corporate communication.

In the post-COVID era, however, we have seen a reversion back to in-person expectations, with physical board meetings being encouraged as substance demands have increased and the need to demonstrate the economic purpose of SPV structures has also increased.

And there’s more to come in this regard. We must not forget ATAD 3, the proposed directive to prevent the misuse of shell entities for tax purposes by revoking EU tax benefits for entities that lack sufficient economic substance within the EU member state where they hold tax resident status. Since its introduction at the end of 2021, the directive has stalled, with the substance criteria remaining a critical point of disagreement among member states. However, there seems to be renewed impetus behind the directive, so the potential impact of ATAD 3 remains a critical consideration for firms.

What’s more, recent years have seen the added pressures of adhering to environmental, social and governance (ESG) criteria. The impacts of ESG on corporate governance are wide-ranging, from positive shifts towards greater boardroom diversity to strict environmental accountability at all levels.

A key regulatory development in this area has been the introduction of the Corporate Sustainability Reporting Directive (CSRD) in Europe, which came into force this time last year. The new regulation is designed to expand the scope and reporting requirements of the previous Non-Financial Reporting Directive (NFRD), extending its reach to many more companies and bringing in a whole range of social and governance factors on top of the NFRD’s environmental focus. The requirements of the directive represent big changes for corporate governance and a significant lift for compliance teams, so with initial reports expected in 2025 for the fiscal year starting 1 January 2024, work should already be well underway to ensure obligations are met when the time comes.

Join us on 29 February

In our upcoming event, we bring together an international panel of industry experts, providing a range of perspectives, for a dynamic discussion on all of the above and more. Together, our panellists will examine what constitutes good corporate governance today, the role of the board of directors, company secretaries and best practices for board meetings, as well as the increasing impact of factors such as digital transformation and ESG alongside impending regulations like ATAD 3.

Event details

Date: Thursday 29 February 2024

Time: 6pm – 9pm CET

Venue: INNSiDE by Meliá Luxembourg

Address: 12 Rue Henri M. Schnadt, 2530 Gasperich Luxembourg

Agenda:

• 18:00-18:20 Registration
• 18:20-18:25 Opening speech from Diana Senanayake, IQ-EQ’s Regional CEO for Continental Europe
• 18:25-19:05 Panel discussion
• 19:05-19:15 Audience Q&A
• 19:15-19:20 Closing remarks from Emma Causevic, IQ-EQ’s Director, Business Development in Luxembourg
• 19:20-21:00 Networking cocktail reception

Our panellists

• Joanne McEnteggart, Global Head of Corporate & Loan Servicing, IQ-EQ (moderator)
• Mark Dunstan, Non-Executive Director
• Alessandro Luino, Head of Treasury Luxembourg, Becton Dickinson
• Greet Wilkenhuysen, Partner, NautaDutilh
• Arthur Woodward, Head of Finance London, Blixt UK
• Ajit Singh Rai, Client Relationship Director, Corporate & Institutional, IQ-EQ

CLICK HERE TO REGISTER