Shaping the Corporate Landscape 21 May 2018 Shaping the Corporate Landscape Corporate Reform and Alternative Corporate Forms

21 May 2018 Corporate Reform The last couple of decades has seen several company law and corporate governance reforms in the UK. The establishment of a comply or explain based corporate governance code and the Companies Act 2006 offered a general framework in which other discrete reforms have been introduced, largely in response to corporate and financial sector failures and scandals. What we see is the “same old, same old” responses to the problems: increased shareholder rights, attempts to achieve more independent non-executive directors and auditors, more transparency and disclosure requirements, reduction of red tape.

21 May 2018 Corporate Reforms Corporate boards - gender diversity voluntary measures with threat of quotas from Europe and say on pay for shareholders on executive remuneration. Currently FRC has a new Corporate Culture Project aimed at improving the boardroom’s role in aligning corporate behaviour with long term performance Shareholders’ rights and engagement eg through the Stewardship Code Accounting – attempts at better disclosure eg Non-financial reporting and the Strategic Report and the FRC’s Clear and Concise Reporting campaign

Key themes of corporate reform 21 May 2018 Key themes of corporate reform Shareholders Profit Disclosure Boardroom culture Plenty of talk about sustainability, CSR, stakeholders, workers and long-term performance but it is not clear how these can be achieved in a short-term profit-oriented framework

Alternative Corporate Forms 21 May 2018 Alternative Corporate Forms To what extent is the form of the shareholder corporation itself the problem? Parallel movement: growth of enterprise forms with social & environmental concerns ‘baked in’. Emergence of specific legal forms dedicated to social enterprise: asset-locked and mission locked businesses (e.g. B Corps / CICs) Cooperative sector and employee-managed businesses: better-than-average start-up and resilience rate; diversification; informal aim of 10 per cent of GDP cooperative businesses (Coops UK); regulatory building blocks for further growth in place (e.g. 2014 legislation and new tax incentives); key innovations (e.g. renewable energy).

Alternative Corporate Forms 21 May 2018 Alternative Corporate Forms Social and community-oriented forms of raising capital: community shares; social impact bonds; crowd funding; cooperative banks; ethical banking; social investment (incl. SITR funds) Development of multi-stakeholder, open and platform cooperatives Social accounting tools

Profitability, growth and investment 21 May 2018 Key challenges Profitability, growth and investment Legal structure and governance (mission drift) Social impact accounting Public service commissioning Awareness and international framework

What role is there for enterprise diversity? 21 May 2018 Where do we go from here? What can alternative corporate forms bring to the discussion on corporate reform? Corporate purpose / democracy / property What role is there for enterprise diversity? What role do practitioners (activists) and academics play respectively?

Wifi: Eduroam / The Cloud 21 May 2018 And finally… Twitter: #BristolSCL2016 Wifi: Eduroam / The Cloud