Corporate Governance Committee
ICAEW Corporate Governance Committee is delegated by the Institute Council to have specific responsibilities.
Key functions of the committees that are applicable to all Institute committees are:
- to maintain contact with the membership;
- to draw on members’ specialist expertise;
- to apply the principle of peer judgement when setting rules with which members must comply and considering breaches of the rules; and
- to discharge certain public interest responsibilities.
Specific responsibilities of the Corporate Governance Committee are set out in our terms of reference.
Corporate Governance Committee membership
Simon Cleveland (Chair)
Simon is an audit partner at Deloitte LLP. Simon’s background was initially in the retail financial services industry, but latterly Simon specialised in large, complex UK-based corporates, ie, FTSE listed or private equity/infrastructure fund backed. Simon has, on several occasions, spent time on ‘the other side of the fence’, eg, on secondment as CFO for Lloyds Bank (twice, once as CFO of their mortgage division and once as CFO of their retail distribution network) and as CFO for Hargreaves Lansdown plc. Simon currently heads-up Deloitte’s UK listed audit practice, and is their Audit Regulation and Public Policy leader.
Jocelyn serves as the head of corporate governance for the EMEA and APAC regions at T. Rowe Price. Previously she was a Senior Investment Manager at RPMI Railpen and an Executive Director with Institutional Shareholder Services. She also spent three years at the Financial Reporting Council as a policy adviser supporting the implementation of the UK Stewardship Code.
Fiona is an experienced Independent Director, Chair, Audit Chair and Committee member operating at the public/private/3rd sector interface.
Fiona has a focus on innovation and transformation, particularly in the healthcare sector where she Chairs the National Cancer Research Institute and the Wessex Academic Health Science Network, and is a Trustee and Audit Chair for King Edward VII’s Hospital.
She also has a passion for public services and is a member of HM Treasury’s Major Projects Review Group and carries out many reviews of major programmes for the Cabinet Office and Departments of State.
Fiona brings an EDI lens to the Boards on which she serves. She has chaired Women on Boards, the 300 Group and City Women’s Network. She values and champions the benefits inclusivity can bring to individuals, organizations and society.
Laurie is Co-Head of ESG Research (environment, social and governance) at Exane BNP Paribas. Prior to this he was Head of Governance at HSBC Global Research. Previously he led the research at Tomorrow's Company, a non-profit business focused think tank. Prior to this he worked in equity research at Citigroup and Dresdner Kleinwort, as well as in TMT venture capital. He is a CFA charterholder, earned a first in Economics at Cambridge University, and is the author of a book on the changing ownership and purpose of companies. He was previously a member of the FRC's Investor Advisory Group.
Kate is a Director within Aviva's Group Secretariat, responsible for the governance and operation of group companies. Prior to joining Aviva, Kate led PwC's Financial Services Governance and Compliance team. Kate specialises in building and operating efficient and high quality Governance Functions and Frameworks. She has also supported overseas regulators in the design and implementation of Corporate Governance Codes, including the introduction of role of the Company Secretary.
Aleen is now a Consultant at Eversheds Sutherland on Boards and Governance matters, having been a Corporate Partner there for 30 years. During her time as a partner , Aleen advised on all aspects of corporate law, including corporate finance, M&A, joint ventures, corporate reorganisations and general boardroom advice. Aleen has regularly advised companies on a variety of aspects of governance and boardroom matters. Aleen is now pursuing a portfolio career and has board positions on private companies and is a NED and Chair of the Remuneration Committee at Macfarlane Group plc, a FTSE 350 company.
Neil has held Board positions in UK multi-national public & private companies for over 20 years. He has a deep understanding of the UK Corporate Governance code and Board procedures from these and other NED positions. He is currently Group Corporate Development Director at Inizio an international healthcare and communications group, a combination of Huntsworth PLC and UDG PLC both of which were taken private by Private Equity Group Clayton, Dubilier & Rice in 2020 & 2021, having previously held the position of COO & CFO at Huntsworth since February 2016.
Prior to Huntsworth he was CFO of ITE Group plc (Now Hyve plc), a FTSE listed international organiser of exhibitions and conferences and before that he was Group Finance Director of Tarsus Group plc, another international trade exhibition organiser. He is also the Senior Independent Director of Tremor International, a dual listed (Nasdaq & AIM) Ad-Tech company and NED of Sivota PLC a special situations investment company. Neil is a member of the ICAEW, qualifying with PWC in 1990.
Ilaria LaValle Miller
Ilaria joined EY in 2019 as Associate Director in Regulatory and Public Policy, managing the firm’s relationship with its regulators, government departments and professional bodies, and leading EY’s response to public consultations and thought leadership on areas of emerging regulatory and policy debates.
Prior to EY, Ilaria enjoyed a long career in the public sector. Expert EU negotiator, during her time at Department for Business, Energy and Industrial Strategy (BEIS) Ilaria led the UK Government stance on a number of EU Directives in company law and contributed to the development of corporate governance policies and regulatory requirements.
When in Cabinet Office, Ilaria was instrumental in developing the government strategy for the UK involvement in the Open Government Partnership.
Leadership roles have included membership of the OECD Corporate Governance Committee, of the EU Company Law Experts Group and of the Wates Principles Coalition Group.
Ilaria has a Law Degree from La Sapienza University in Rome, Italy.
Georgina Marshall is Global Head of Research at Institutional Shareholder Services (ISS). In this role, she leads the ISS global research teams based across Europe, North America and Asia-Pacific that report on more than 40,000 public company shareholder meetings each year in over 100 markets around the world, providing institutional investors with informed research and voting recommendations, and producing studies and white papers on a wide variety of topics related to corporate governance and responsible ownership. In addition, Ms. Marshall is Head of the ISS Global Policy Board.
From 2012 to 2015, Ms. Marshall served as Deputy Director of Global Research and Head of EMEA Research for ISS, covering Europe, Middle East and Africa. Prior to joining ISS in 2012, she was Regional Head of Corporate Governance at London-based asset manager Aviva Investors, a global institutional investor, and also previously held positions with the asset manager’s finance, IT and other business functions. Earlier in her career, she worked in a number of finance and technology management positions in the financial services industry.
Previously based in London, and currently based in the U.S.A, Ms. Marshall is a Chartered Accountant (ICAEW), a member of ICAEW Faculty of Finance and Management and graduated with honors from the University of Exeter.
Terry is Associate Dean (International) and Professor of Management and Corporate Governance at the University of Liverpool Management School, having previously worked at the Universities of Warwick and Leeds. He has a track record of practical research about board effectiveness rooted in empirical study of boards, directors, senior management, professional experts, institutional investors, pensions funds, and company secretaries. Over three decades he has influenced the field of corporate governance research, policy and practice through insights about board power, influence and accountability. In addition to academic publications, his research has been disseminated and used by: companies; law firms; the Law Commission; professional institutes such as ICSA, ACCA, and IoD; headhunters; UK Government, including for the Higgs Review of the Role and Effectiveness of Non-Executive Directors, and public inquiry. His latest study about director accountability at law for business judgment was funded by the Arts and Humanities Research Council. He is also a Council Member for the Society for the Advancement of Management Studies, and a member of the Advisory Board of the British Academy ‘Future of the Corporation’ Initiative.
Michelle Meagher is a Senior Policy Fellow at the University College London Centre for Law, Economics and Society and co-founder of the Inclusive Competition Forum think tank. Michelle is a UK- and US-qualified lawyer, specialising in competition law and corporate governance. She is the author of Competition is Killing Us: How Big Business is Harming Our Society and Planet - and What To Do About It (Penguin Business, September 2020).
John is Group Company Secretary at Royal London, where he is responsible for the organisation’s internal corporate governance and company secretarial function. In this role, John works collaboratively with members of the board and their stakeholders, to promote the efficacy of board and committee governance arrangements at Royal London, the UK’s largest mutual life insurance, pensions and investment company.
Prior to Royal London, John worked in similar corporate governance roles at other globally significant organisations such as BP, JPMorgan Chase, BlackRock and Unilever. John is a chartered governance professional and has spent close to 20 years in the profession, following qualification as a corporate lawyer early in his career. John’s areas of interest and expertise include ESG boardroom practice and financial services regulatory board governance in the UK and EU.
Cosette Reczek is a Non-Executive Director with the Valuation Office Agency and also is an independent member of the Audit & Transparency Committee for the Royal Borough of Kensington & Chelsea. Cosette has held a variety of leadership roles, operating at the executive level in the UK's largest banks. The focus of her most recent work includes governance, delegation of authority, mediation and financial services model risk management. She founded and leads Permuto Consulting to advise and support others pursuing such efforts, and is a Form Tutor for the Financial Times Non-Executive Director Diploma. She also contributes her time as Chair of Citizens Advice Lewisham, a charity focused on improving the well-being of vulnerable Lewisham borough residents, and has also concluded her tenure as Chair, Audit & Risk Committee and Board Trustee for Unicef UK.
Mark has 30 years corporate governance, risk and internal audit experience, from advising boards on implementing the Cadbury Code in the early 90s, establishing and transforming internal audit functions and implementing and strengthening corporate governance and internal control systems. This has included 6 years as Vodafone's Group Audit Director and operating as interim Chief Risk Officer for NHS Digital. Mark is currently Head of Group Audit at Direct Line Group. Mark is also Chairman of the UK Sepsis Trust.
Matteo Tonello is managing director at The Conference Board. In his role, Tonello advises members of The Conference Board on issues of corporate governance, risk management, corporate sustainability and citizenship. He currently serves on the Deutsche Telekom’s Advisory Panel on Corporate Compliance Culture. He is the author of several publications, including Corporate Governance Handbook: Legal Standards and Board Practices and annual benchmarking reports on director compensation and board practices, CEO succession practices, proxy voting, and corporate sustainability practices. Tonello was named by the National Association of Corporate Directors to the Directorship 100, a list of the most influential experts in corporate governance in the United States.
Peter spent the last 14 years as Chief Executive of Which?, the largest consumer organisation in Europe. In that role he specialised in advocacy work in financial services, utilities, rail, the nature of regulation and issues of corporate governance. He also transformed the commercial publishing operations of Which?, taking it on the journey to become a digital-first publisher. He was also the President of BEUC, the Brussels-based umbrella body of European consumer organisations. Prior to Which? Peter’s career spanned the commercial sectors with spells at Procter & Gamble, Mars Confectionery and McKinsey and the voluntary sector with periods running fundraising and commercial activities at Cancer Research UK and Oxfam. He is currently the founder and Director of theconsumerfirst ltd., a consultancy ensuring the voice of the consumer is heard in the boardrooms of Britain. Peter is also the Chair of Governors at Oxford Brookes University and an Independent Non-Executive Director of Northumbrian Water.
Janet Williamson is a Senior Policy Officer at the TUC and leads the TUC’s work on corporate governance and capital markets. She has written widely on corporate governance, executive pay, employee share ownership, shareholder engagement and collective bargaining.
Janet has led the TUC’s work promoting workforce voice in corporate governance and is the author of ‘All Aboard - Making worker representation on company boards a reality’. Janet is a member of the Wates Private Sector Coalition Group; the Financial Reporting Council’s Stakeholder Advisory Committee; the Cambridge University Centre for Business Research Advisory Board; and the Workforce Disclosure Initiative Advisory Group.
Janet is also the founder and Chair of Trade Union Share Owners, a group of trade union investors who collaborate on voting at company AGMs and on investor engagement strategies.
Corporate Governance Advisory Group
Dr. Roger Barker is Director of Policy and Governance at the Institute of Directors, and a member of the Management Board. He is also Honorary Associate at the Centre for Ethics and Law at University College London.
Anthony is a partner in Mazars LLP and both a chartered director and a chartered accountant. Anthony focuses on board effectiveness issues and he is a member of the Executive of the Quoted Companies Alliance. Anthony is a member of the FRC's Financial Reporting Lab steering Group and was project director for the Turnbull Report.
Tim is the chairman of KPMG’s UK Audit Committee Institute. Tim joined KPMG’s Department of Professional Practice in 1993 where he took responsibility for corporate governance matters and KPMG’s non-executive programme. His role includes advising on private sector corporate governance and responding to major UK corporate governance developments.
Igor is a Professor of Corporate Governance and Strategy at King’s Business School.
Key research programmes include analysis of resource and strategy roles of corporate governance; digital transformation and “open-source corporate governance”; and a knowledge-based view on governance development in entrepreneurial firms and IPOs.
He has published more than 150 refereed articles in the fields of corporate governance and strategy in leading academic journals. Igor has been elected as a Fellow of the Academy of International Business, and a Fellow of the British Academy of Management and is currently a Senior Editor of Oxford Research Encyclopedia of Business and Management.
Marc Goergen holds a chair in finance at IE Business School, Madrid. Previous appointments include the Universities of Cardiff, Manchester, Reading and Sheffield as well as UMIST. He is also a Research Member of the European Corporate Governance Institute (www.ecgi.global). Marc has extensively published on corporate governance, corporate finance and comparative capitalism. His research has appeared in the Journal of Finance, Journal of Corporate Finance, Journal of Financial Intermediation, and Journal of Law, Economics and Organization. Marc has also written a successful textbook on corporate governance, which has been translated into Greek and Mandarin and which is now in its second version.
Susannah is Senior Corporate Governance Adviser at the Chartered Institute for Personnel & Development, a committee member of the European Association for People Management and a trustee of the CBI Retirement Fund.
Previous roles include: independent adviser, non-profit board member at PWN Global, Secretary General of EuropeanIssuers (EU quoted companies), adviser to the Financial Reporting Council, to Fidelity International, and solicitor at Clifford Chance.
Andrew is a lawyer at EY and has broad experience and interest in corporate governance: working with policymakers, regulators and investors; advising boards; training directors; participating CBI and QCA fora among others; as a trustee, company secretary and risk committee chair of a national UK charity. He previously acted as a litigator dealing with the aftermath of corporate failure.
Bob is currently Treasurer of the Education Development Trust. In the past he has also served as Treasurer for Oxfam International and Prostate Cancer UK. His most recent executive role was as Finance Director of Oxfam GB. Prior to that he was a partner in the Assurance practice of PricewaterhouseCoopers, where he gained extensive international experience and latterly led the firm's Charities Group. Bob has also served for several years on the ICAEW's Charities Technical Sub-Committee and on the FRC’s Committee for Accounting by Public Entities.
Sean is the Founder and Chair of Boardroom Dialogue which focuses on Board Effectiveness Reviews, Executive Coaching and Boardroom Training. He is a Chartered Accountant by training and was previously a senior Partner at PwC focusing on people and change issues. He has board experience as an executive and Non Executive Director and is a recognised expert on governance issues.
Sean is a member of the Editorial Board of Governance magazine (an internationally recognised corporate governance magazine); a member of The Kilfinan Group (mentoring charity CEOs); and a faculty member of The Financial Times Director Club (providing training programmes for board members).
Will joined Hermes in 2015 and in addition to overseeing and leading the engagement programme for the Hermes SDG Engagement Fund provides ESG analysis for and engagement with stocks in the firm’s Small & Mid Cap strategies. He chairs the Corporate Governance Expert Group of the Quoted Companies Alliance and is a member of the corporate governance committee of the Institute of Chartered Accountants in England and Wales. Prior to joining Hermes Will led the corporate governance and stewardship work of the Pensions and Lifetime Savings Association (formerly the NAPF). Will holds the Investment Management Certificate, an MSc in Public Policy and Management from Birkbeck College at the University of London and a BSc (Hons) in Forensic Science from the University of West of England.
William is a senior audit partner Deloitte's London audit practice. He is an experienced partner with 28 years experience and has served a large number of listed audit and advisory clients in range of industries. William leads Deloitte's UK Centre for Corporate Governance and is responsible for Deloitte's point of view and publications on UK governance developments and is a member of the firms public policy team.