Corporate governance: Lose the jargon

Why hide behind business verbiage, when what investors really want is enlightened exposure?

Written by Robert Bruce

You often find that the use of a bit of business jargon tells you more about the culture of a business than the exact meaning of the specific jargon itself. Take that wonderful, and over-used, word, boilerplate. Whenever two or three people are gathered together to discuss corporate governance issues the air becomes full of mentions of boilerplates.

At launches of new initiatives in corporate governance, money has been known to change hands at the back of the room after bets were placed on just how many mentions the word would get in the opening presentations.

It is a word which expresses its meaning well. It sounds wonderfully clunky and it somehow conjures up an industrial revolution scene from the days when ponderous engineering was sold at enormous profit to the Empire. I recall auditing just such an engineering works, many years ago. Great skills were involved. But, even then, the speed at which you could do such things, and the costs involved, had really destroyed those types of businesses within the UK economy.

Oddly enough, if you do some research, you will find that the first recorded mention of the word in the Oxford English Dictionary, comes from a detective story – what the aficionados call a “police procedural”, based in New York and written in 1965. In Doll, Ed McBain wrote that: “The rest of the will was boilerplate”. And we know what he means.

It is the same sort of boilerplate that lawyers print out in reams – and for large fees – in the early hours of the morning amid a chaotic scene of wasted pizza boxes, when a deal is about to be signed. It is meaningless stuff, but it has to be there. And it’s easy money.

This is the style of the boilerplate, which is usually used as an argument against the concept of corporate governance codes. It is argued that corporate governance has always been a form of compliance, which encourages documentation rather than thought. It is seen as being indigestible and meaningless verbiage, which pads out a report and accounts document to the point where directors despair at the printing and design costs and interested investors fail to bother reading it.

That is why we should all beware the use of the word.

It is a sign that someone has not really seen the value in what you might term enlightened disclosure. The principle of enlightened disclosure is that it makes everybody happy. It makes analysts, investors and, particularly, institutional investors very happy. They understand the risks to their investments far better. They are able to come up with many more comparisons of one company with another. They are able, with the greater amount of information available, to create more effective models of the company’s performance.

This is very important. The more analysts can create what they think are larger and more useful models of performance the happier they are. It may be right, or it may be wrong. But analysts like lots of information to work on. If nothing else, they feel that it impresses clients. And the principle of enlightened disclosure also makes companies and their directors happy. They can encourage any amount of feel-good factors by producing what the market sees as useful information. They can even argue their way out of difficult times with it. With more information in the public realm they have more ammunition with which to work. They may sail a bit close to the old idea of lies, damned lies and statistics at times, but it will be better than being accused of keeping the information to themselves.

But the culture of the business world still operates against the idea of a principle of enlightened disclosure. The recent publication of information on the behavioural patterns of corporate governance among a large tranche of companies from Pensions Investment Research Consultants, is a case in point. It showed a wide variety of behaviours. But its publication was greeted by a response of seeking out the number of companies, around a quarter, which didn’t comply with all of the Combined Code on corporate governance.

This is the boilerplate approach, which still lingers in peoples’ minds. What the Combined Code guidance urged was that it was guidance. If some point didn’t fit the circumstances and there was a good and valid reason for this, then you didn’t need to comply. But you did have to explain it clearly so that investors and users of the accounts would understand why that particular stance had been taken. This great principle of comply or explain has increasingly been taken up enthusiastically by countries around the world, eager to apply the imprimatur of acceptable corporate governance to their own markets.

This world of enlightened disclosure needs an open environment in which it can flourish. And we will know when we have arrived there. We will be able to sit through presentations about the state of corporate governance without ever hearing even one mention of the word boilerplate.

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