Paul Myners, Financial Services Secretary at the Treasury, former chairman of Gartmore, one of the UK’s largest investment firms, and former chairman of Marks & Spencer, warns that shareholders are “sleep-walking their way to another financial crisis”.
He says: “Institutional investors have the power to act and intervene in companies but most have been reluctant. Most argue – correctly - that clients show little interest in ownership and look at short-term performance only. It is ridiculous that pension funds that need to meet liabilities over three to four decades focus on investments over 90-day periods.
“Asset owners leave governance in the hands of junior employees with little or no experience of doing business. Many want to free-ride on the efforts of others. So government has had to step and take a lead in remuneration and risk management. Investors had the power to ask for change, but chose not to.
“There was effectively market failure, so the government has a responsibility to act.”
Well-run companies are founded on good governance, Mr Myners says. “If the banking crisis has taught us anything, it’s that bad decisions went unchallenged. Good governance needs good judgement, robust decisions and requires owners to care.
Good judgement is fundamental, but it is in danger of being overlooked as all the focus is currently on supervision. “Underpinning all the problems, is a failure of judgement by boards of companies, their banks and their shareholders.”
How do we improve judgement, Mr Myners asks. “Improving governance is the best mechanism. The contrarian voice must be heard, the voice that says ‘this is not good idea’. That might relate to the viability of wholesale funding or to liquidity or other factors. But the voice must be persistent.”
Mr Myners is clear with whom the responsibility lies for improvement in the future. “Shareholders need to be the drivers. It lies fairly and squarely with the owners of companies, not government and regulators.
“Shareholders should not be gamblers, they are owners. But many with hindsight were simply at the races. Most do not believe they are owners, do not feel responsible for companies. Ownerless corporations disadvantage public equity, because agents are not held to account by owners.
He warns that this will lead to future potential losses for investors. “The pressure to change will come from government, regulators and creditors, and the cost will be real - reducing income for shareholders.
The government will ensure that shareholders have the information necessary to challenge boards on their risk appetite and alignment on remuneration. “Shareholders were disinterested in restoring this balance.”
Mr Myners concludes with a call to arms for the asset management industry. “Fund managers say that most clients do not demand active governance so why do it? This argument is defeatist. The best businesses do not follow market trends, they set out to lead the thinking of their clients. More fund managers should go out and sell their ability to add value through governance.
“The investor case for active governance is at least as strong as for active stock picking, but I don’t see billboards advertising this. So why not make good governance an important selling point?”
He says individual firms must rise to the challenge. “But good governance does not come cheaply. Only as a result of an industry-wide effort can we drive effective board performance.
“Without significant steps forward, the ownerless corporation will sleepwalk into another financial crisis. The time for better stewardship is now.
“That means owning up to ownership.”