There is nothing - and I mean nothing - radical in this report, and many of the recommendations are basically statements of existing or emerging best practice. In addition, given that it is largely pitched in terms of a flexible 'comply or explain' approach there is little for banks to worry about being compelled to do. (I'm not saying that making banks worry is the way to judge whether the report is effective or not btw).
Most of the newspaper coverage this morning went for the idea of disclosing pay info for highly-paid individuals below board level. But actually this isn't intended to identify individuals (though I'm sure you could work a few of them out if you know the banks concerned). And more broadly the idea that rem committees have responsibility for sub-board pay might sound radical, but already some institutions are taking this much more seriously (see last year's UBS special audit for example).
The recommendation on directors' pensions is particularly poor. It is clearly designed to avoid a repeat of the Fred Goodwin example but a) is any company really going to be dumb enough to try and do that again (early retirement pay-off for a disastrous chief exec) and b) by making that the sole focus it misses several other issues like rapid accrual rates and big payments in lieu of pensions. And these are issues for banks specifically - look at the payments in lieu at HSBC for a particularly extreme example.
And what about the idea that rem consultants draw up their own code of conduct? Why do they get to do this whereas the Combined Code and proposed new Stewardship Principles for investors get to be reviewed by the FRC? It doesn't make sense - especially given the low opinion many investors have of consultants.
There is decent stuff in there about beefing up boards - requiring non-execs and chairmen to devote more time to their positions, much more emphasis on relevant experience and so on. And there is much emphasis on a greater appreciation for risk. But to be honest, isn't that the sort of stuff you would expect the banks to be doing anyway in light of what has happened?
Notably about a quarter of the recommendations relate to shareholder engagement, which gives you some idea of who is expected to do the heavy lifting in terms of policing governance. But yet again we are looking at a lot of best practice being regurgitated. A lot of fund managers will, not unreasonably, think that they already make pretty clear statements about their policy on engagement. The idea of giving the FRC responsibility for a sort of Combined Code for investors is all well and good - but who is going to police it? For the Code itself it's obviously investors, who have well-defined, timetabled (AGMs etc) and regularly exercised enforcement rights - what are the equivalent mechanisms to hold investors to account?
I see nothing in the recommendations in respect of investors that I think would make a typical fund manager act any differently. So what's the point? If the Review doesn't believe that shareholder engagement would make any difference to governance standards maybe it should just say so. But if they do they need something much more serious than this. These proposals are considerably less likely to bring about change than some of the ideas Myners has floated for example.
Maybe I'll find more to like about it on another read through tomorrow, but currently my view us that this does not look like the sort of document that reform-minded investors would have been hoping for.