CG Committees: Greenbury Committee, Hampel Committee

Greenbury Committee

The Greenbury Report released in 1995 was the product of a committee established by the United Kingdom Confederation of British Industry on corporate governance. It followed in the tradition of the Cadbury Report and addressed a growing concern about the level of director remuneration. The modern result of the report is found in the UK Corporate Governance Code at section D.

The Greenbury Committee was established in 1994 by the Confederation of British Industry in response to growing concern at the level of salaries and bonuses being paid to senior executives.

Its key findings were that Remuneration Committees made up of non-executive directors should be responsible for determining the level of executive directors’ compensation packages, that there should be full disclosure of each executive’s pay package and that shareholders be required to approve them. Remuneration should be linked more explicitly to performance, and set at a level necessary to ‘attract, retain and motivate’ the top talent without being excessive. It also proposed that more restraint be shown in awarding compensation to outgoing Chief Executives, especially that their performance and reasons for departing be taken into account.

Again this code of conduct was to be voluntary in the hope that self-regulation would be sufficient to correct things. It was judged that shareholders were not so much concerned with exorbitant amounts being paid out to executives than that the payouts be more closely tied to performance.

This Committee was established in November 1995 by the Financial Reporting Council (and sponsored in part by the London Stock Exchange, Confederation of British Industry, and Institute of Directors) to review matters arising from the Cadbury and Greenbury Committees and evaluate implementation of their recommendations.

Hampel Committee

The Committee declared at the outset that it would remain mindful of ‘the need to restrict the regulatory burden on companies and to substitute principles for detail wherever possible’, and disdained ‘prescriptive box-ticking’ in favour of highlighting positive examples of good practice. Finding that the balance between ‘business prosperity and accountability’ had shifted too far in favour of the latter, they decided that corporate governance was ultimately a matter for the board. If boards felt it was in the interests of enhancing ‘prosperity over time’ to have a unitary CEO and Chair, or not to put remuneration policy before the AGM for approval then that was their concern. Transparency was more important than adhering to any particular set of guidelines, and any shareholders unhappy with the board’s management had the option of using their votes accordingly.

The Hampel Report (January 1998) was designed to be a revision of the corporate governance system in the UK. The remit of the committee was to review the Code laid down by the Cadbury Report (now found in the Combined Code). It asked whether the code’s original purpose was being achieved. Hampel found that there was no need for a revolution in the UK corporate governance system. The Report aimed to combine, harmonise and clarify the Cadbury and Greenbury recommendations.

On the question of in whose interests companies should be run, its answer came with clarity.

The single overriding objective shared by all listed companies, whatever their size or type of business is the preservation and the greatest practical enhancement over time of their shareholders’ investment.

The Hampel Report relied more on broad principles and a ‘common sense’ approach which was necessary to apply to different situations rather than Cadbury and Greenbury’s ‘box-ticking’ approach.