The corporate culture narrative has significantly shifted over the last few years, from being very risk-centric, to starting to recognise the opportunities of getting culture right and being a source of competitive advantage. Reporting on culture is now more often to be found alongside strategy, HR and environmental, social and governance (ESG) disclosures of the annual report, which is good news because it suggests greater integration. While culture is still included in some risk registers, disclosure is largely standardised and reduced to risks associated with non-compliance, recruitment and diversity & inclusion (D&I). With this change in emphasis and tick-box reporting, are we losing sight of less obvious culture-related risks?
The 2018 revision of the Corporate Governance Code (the Code) brought into focus corporate culture and purpose, as well as emphasised stakeholder engagement and matters set out in section 172 of the Companies Act 2006. However, as the FRC’s 2019 and 2020 reviews of corporate governance reporting showed, many businesses were slow to respond to the new reporting requirements, putting into question whether those matters were given sufficient attention by some boards.
Progress in reporting was accelerated by the Covid-19 pandemic, which has brought social issues to the fore. The ‘S’ of ESG now serves as a call to action for many boards. Those businesses that had their strategy aligned with their culture, purpose and values (Principle B of the Code) were much better equipped to navigate the storm by having a clear direction of travel and ability to tap into their key resource – their workers more effectively and strong support from their other stakeholders. While the pandemic may be over, at least for now, the ESG movement, despite being battered by the wave of criticism recently, is here to stay, and so is the emphasis on creating a positive culture.
This assertion appears to be in line with the FRC’s recently published 2022 Review of Corporate Governance Reporting. However, despite more comprehensive disclosures in annual reports, the narrative is still often limited to policies and actions, making it difficult to assess whether chosen people strategy is the right one for the company. For example, company A conducts a survey which shows general dissatisfaction by its workforce. If the company then decides not to act on the survey’s findings, acts too late or chooses inappropriate remediation strategy, this can further dampen morale and disenfranchise workers, becoming a serious culture risk. Boards, supported by their committees and various functions across the organisation, including Ethics & Compliance, HR, Internal Audit and Risk, must keep a finger on the pulse by regularly monitoring culture (Provision 2 of the Code). Assessing outcomes and impacts of the management’s people strategy and actions, as well as related risks, is integral to this process.
While the most recent monitoring report doesn’t specifically discuss culture-related risks, the research has found that only a few companies addressed this area more widely. Risks stemming from management’s inaction or choosing an inappropriate people strategy, as in the example above, or overlooking a ‘toxic culture’, were largely underreported. Yet they can be as destructive as dripping water that hollows out the stone. Just like benefits and opportunities are broadly discussed, so should be the risks.
Most would agree that installing positive corporate culture brings many benefits. For example, when people feel appreciated, included and recognised, they are more likely to be loyal, productive and creative. However, it’s equally important not to lose sight of risks stemming from culture going wrong. Despite best efforts, not everything can be codified into compliance or behavioural models. Culture is not static, it’s a journey – not a destination. Boards need to stay vigilant and regularly monitor culture, through a combination of metrics and observations, and report on findings in a balanced manner.
Rafal Budzinski is a Senior Policy Associate at the Corporate Governance & Stewardship team at the Financial Reporting Council. He has over ten years of experience in corporate governance and ESG, having worked in various roles, and currently leads on the FRC’s work on corporate culture of the FTSE premium listed companies, including the 2021 publication on Creating Positive Culture – Opportunities & Challenges.