Corporate Governance

Corporate Governance

General counsel
Are you a general counsel and also company secretary? Private companies do not have to appoint a secretary unless their articles of association require them to, although larger private companies would often choose to appoint one. A public limited company must have a secretary. If you have been formally appointed company secretary, duly registered at Companies House, even if not on the board of directors in your role as general counsel, you are an officer of the company under the Companies Act. As an officer […]

For the general counsel who is also company secretary

John Williams, James Reed (Corporate & Commercial Partner) and Nigel Montgomery receiving the award
DAC Beachcroft’s Corporate and Healthcare Regulatory teams and its Governance Advisory Practice were named collectively as Legal Advisor of the Year – Transactional Private – at the 2015 HealthInvestor awards on 10 June, which aim to recognise achievement in the business of healthcare. The latest success comes after the international law firm was also honoured at the awards in 2013 and 2014 as Legal Advisors of the Year – Public. This year’s win recognises the Health team’s advice to longstanding client, Spire Health Group PLC, […]

DAC Beachcroft and the Governance Advisory Practice named legal advisor of the year at 2015 HealthInvestor ...

Guardians of governance
Are you Conflicted? Those entrusted with the stewardship of organisations, whether they be corporations, charities, law firms, PLCs, NHS Trusts or Foundation Trusts, Clinical Commissioning Groups, are expected to act in the interest of that organisation, and generally in the interest of its stakeholders or shareholders. They are not expected to exert the influence of their privileged positions for personal gain. Which Regulatory Regime Applies to Me? Depending on your role and the legal entity you are part of there will be differing regulatory and […]

Conflicts of Interest

The UK Social Value Portal


It is good news and bad news as The Cabinet Office publishes its review by Lord Young of The Social Value Act. Key Points ‘in a second’:-


  • The Act is working well where it is being applied properly
  • The Act is delivering real benefits in terms of quality and cost savings
  • Commissioners are permitted to consider social value as widely as they wish
  • There is a real need for better measurement solutions
  • A decision about extending The Act and making obligatory it has been delayed
  • There will be a further review within the next two years to assess progress

Lord Young Review of The Social Value Act | UK Social Value Portal

The Governance Advisory Practice
Fit and Proper Person Test for Directors Care Quality Commission Fundamental Standards Following on from the Francis Report, the CQC has launched the new Fundamental Standards through which they will regulate all health and social care providers. A major limb of the new Standards is the requirement that all Board level director appointments within those providers must satisfy a new Fit and Proper Person test (FPPT). This deals with the ‘well led’ domain of the new inspection regime, and addresses the expectation that health and […]

Fit and Proper Person Test for Directors

The Governance Advisory Practice
Board succession planning is less about the proverbial “bus test” and more about maintaining a fully capable, competent, and functioning board that is equipped with the necessary skills, experience, independence and diversity of thought to properly discharge the duties of a board. This holds true in whichever sector the board is operating. There is very good guidance available from organisations such as the ICSA and the IoD. That said, there is no substitute for having the services and guidance of a good corporate secretary to […]

Succession Planning for your Board of Directors – Corporate Governance

The Governance Advisory Practice
In many ways this is strange as there is no shortage of literature offering opinions on styles of leadership, matters reserved and appropriate behaviours for board members. The English model of corporate governance is imitated to varying degrees throughout the world and certainly sets a benchmark by which other systems are judged, even when they are strikingly different. There are a number of key features of our system of governance which need to be remembered: The principle of collective responsibility, delivered normally through a unitary board […]

What is a Board for anyway?

The Governance Advisory Practice Logo
“The watchdog will have to adopt a ‘learn by doing’ approach when enforcing the fit and proper checks of healthcare leaders, its chief executive has admitted” David Behan told the CQC board meeting this week that they would not be “straightforward” to implement, especially in “difficult cases”. While the watchdog’s main role is to check providers have sound procedures for appointing competent directors, it could become drawn into decisions, leading to directors removal from post, papers presented to the CQC board indicate. Source: How […]

CQC will ‘learn by doing’ fit and proper person checks

Guardians of governance
The role of the company secretary is being refocused, recalibrated and it is gaining greater prominence At a roundtable hosted by Governance + Compliance magazine in July, seven of the UK’s foremost governance professionals met to discuss the pivotal role of the company secretary. The meeting followed the publication of ICSA’s report The Company Secretary: Building trust through governance, which found that company secretaries ‘make a significant contribution to board performance’, supporting ICSA’s wish to reinstate the legal requirement for all large private companies to […]

Guardians of governance – the role of the company secretary

According to a, “public sector austerity is set to continue, governments across the world are looking to forge new relationships with their suppliers based on social value.” Professor Olinga Ta’eed recently drew my attention to this video, where he explains to how suppliers to the public sector will be required to deliver resources back to the communities served by the organisations they are doing business with. This has far-reaching implications for businesses supplying the public sector.     Visit for the original article.

VIDEO: Social value to redefine public/private sector relations in times of austerity

Governance Advisory Practice
We highly recommend this video to anybody interested in governance, quality and risk in the NHS. Judge Mervyn King, a long-time friend of the late Nelson Mandela, speaks with deep commitment about the responsibilities of directors in the NHS, and the courage required to take difficult decisions in times of budgetary constraint. Judge Mervyn King Mervyn Eldred King (born 22 July 1937, Johannesburg) is a South African corporate attorney, arbitrator, mediator, corporate director, commission chair, author and speaker. A former judge of the Supreme Court […]

NHS: Mervyn King on the Challenges Faced by NHS Boards