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
Robin Freestone (Chair)
Robin is a Chartered Accountant, with wide ranging International industry experience in Chemicals, Life Sciences, Healthcare, Publishing, Media and Education. Robin did his degree in Economics at Manchester University and qualified with Touche Ross (now Deloitte).
Robin retired from Executive life in mid-2015 after 9 years as CFO of Pearson plc. He is now a Senior Independent Director of Smith and Nephew plc, Capri Holdings Ltd and Chair at Moneysupermarket.Com plc. NED at Aston Martin Lagonda Holdings.
Robert Barrington is Professor of Anti-Corruption Practice at the Centre for the Study of Corruption at Sussex University. Prior to this Robert was Director of Governance & Sustainable Investment at F&C Asset Management, and CEO (Europe) of the environmental research group Earthwatch Institute. He worked for the UK chapter of Transparency International for over a decade, latterly as Executive Directive. Robert led TI’s campaigns in the UK to secure a new Bribery Act and the creation of Unexplained Wealth Orders. Robert has acted as an adviser to UK government departments, with roles including membership of the Ministry of Justice’s Experts Group drafting the official guidance on the Bribery Act and the Export Guarantees Advisory Committee.
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.
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.
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 is also a member of the FRC's Investor Advisory Group.
Mark Freebairn is Head of the Financial Management Practice which appoints Finance Directors and CFOs across all sectors in a range of businesses, both public and private, and is a leader in this market niche. Mark is a Non-Executive Director on the Board of Progressive Digital Media PLC, giving him insight into the inner workings of a PLC Board, which is of immense value to his role recruiting FDs and NEDs.
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.
Following 30 years as a Corporate Partner in Eversheds Sutherland, on 1 May 2019 Aleen stepped down as a partner and became a consultant heading up Eversheds’ practice on boards and governance. 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 and conducts training for client boards on governance and directors’ duties. NED and Chair of Remuneration Committee at the Macfarlane Group.
Neil has been an ICAEW member for nearly 30 years having qualified with Price Waterhouse in Manchester in 1990. He has over 10 years' experience as a CFO for listed companies in the media sector. He is currently COO at Huntsworth, the PR and Marketing Services Group which he joined in 2016 as CFO. Prior to this Neil was CFO of ITE Group plc which specialises in organising trade exhibitions and conferences in emerging markets with significant operations in Russia and the former Commonwealth of Independent States. Before this he was Group Finance Director of Tarsus Group plc, another international trade exhibition organiser. Neil is also a Non-Executive Director of Tremor International which is listed on the Alternative Investment Market. He is Senior Independent Director and chairs the Remuneration Committee.
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).
Hunada Nouss OBE
Hunada is currently a non-executive director across a range of organisations, supporting strategic change and the organisational performance. She sits on the Board of the Met Office, the UK's national weather service, and chairs its Audit & Risk Assurance committee. She is a Board member, and Audit Chair, for the Education and Skills Funding Agency, the body responsible for mobilising £60bn of funding for education and training. She has been recently appointed to the Board of MOSL (Market Operator Services Ltd), the operator of the water services market for business customers in England. In addition, she sits on a number of Audit committees including that of the Royal Society and the Sponsor Board of the Restoration & Renewal project of the Palace of Westminster.
Cosette Reczek is Chair, Audit Committee and Member, Board of Trustees for UNICEF UK and also holds roles as an independent member of audit committees with Capital City College Group and 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.
Victoria Stewart has been a successful Fund Manager in quoted equities for 22 years. She began her fund management career in 1994 with Cantrade Investment Management, managing a variety of private client and fund portfolios. In 2000 she joined Royal London Asset Management following the company’s integration with United Friendly Asset Management, which she had joined in 1998. She was responsible for managing a number of small cap UK equity portfolios on behalf of institutional clients, as well as the £220m Royal London UK Smaller Companies Fund. Now beyond RLAM, she plans to use this experience in both an executive and non-executive capacity.
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.
Sophie recently retired as a Partner specialising in executive Remuneration and corporate governance with Mercer. She intends to pursue her interests as a Coach and Psychotherapist. She is particularly interested in corporate governance and how it can help create an ethical and purposeful business environment along within an organisation and how it interacts with the human side of ethics. Sophie has had a long career, spanning 30 years, advising both Remuneration Committees and management teams of major organisations on executive remuneration and corporate governance. She is experienced in working with both listed and unlisted organisations and regularly supported clients with. stakeholder consultations on specific remuneration issues and on the design and implementation of remuneration policies and incentive plans. Sophie is a qualified accountant, a member of the Institute of Tax, holds an advanced post-graduate diploma in HR management. More recently she qualified as a UKCP registered psychotherapist.
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.
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.
John is Head of Board & Board Committees at BP, where he is responsible for the management and delivery of governance services to the BP plc board and its committees. In this role, John works collaboratively with members of the board and their stakeholders, to promote the efficacy of BP’s board governance arrangements and practices at a critical time in the organisation’s long history, as BP transforms from an international oil company to an integrated energy company.
Prior to BP, John worked in similar corporate governance roles at other globally significant organisations such as 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 board composition and effectiveness, audit and risk governance, as well as financial services regulatory and premium-listed corporate governance principles in the UK and EU.
Corporate Governance Advisory Group
Liz is currently Chairman of Jupiter Fund Management (retiring on 2 March 2020) , Chairman of the Rolls-Royce UK Pension Fund and a non-executive director of the Standard Life UK Smaller Companies Investment Trust and of Kirk Lovegrove &Co. Liz is a chairman of Jupiter Fund Management and a non-executive director and Audit Committee Chairman of Tate & Lyle and Dunedin Enterprise Investment Trust. Before taking on her non-executive portfolio she was Finance Director of Monument Oil and Gas, a UK listed E&P company. She previous spent ten years in investment banking.
Roger is Head of Corporate Governance at the Institute of Directors and Managing Director of Governomics Ltd, a corporate governance advisory firm. Alongside these roles, Roger lectures at universities in the UK and overseas and authors books and guidance on corporate governance.
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.
Richard is Finance Director of Oxford Instruments Industrial Analysis. He qualified with Ernst & Whinney in 1980 and has spent most of his career at board level in SME’s in the manufacturing and technology sectors, including groups listed on the London and on the Singapore stock exchanges.
Lyn is a qualified Chartered Secretary with over 30 years’ experience and worked exclusively in the financial services sector before joining Cobham from the Financial Services Authority (now the Financial Conduct Authority), where she also performed the role of Deputy Company Secretary. She joined Cobham in 2009 as Deputy Company Secretary and was subsequently appointed Company Secretary in March 2011, a role she fulfilled until she left in 2019.
Lyn sits on the Forum of the ICSA, the Governance Institute.
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.
Frank joined RPMI RAILPEN Investments in 1990, and has been responsible for corporate governance since 1997. His career started with Williams & Glyn’s Bank in 1982 on graduating from UCL. He has also served on the judging panel of the ICSA Hermes Transparency in Governance Awards since 2009.
George Dallas has been Policy Director at the International Corporate Governance Network since 2014, where he coordinates ICGN’s governance polices and committees, and plays an active role in ICGN’s regulatory outreach on behalf of members whose assets under management exceed $26 trillion. He is responsible for oversight of ICGN guidance statements, Viewpoint reports, public comment letters and broader thought leadership to promote ongoing governance reform and best practice by both companies and investors. George is also a Visiting Lecturer and a member of the Steering Committee of the Centre for Corporate Governance Research at Cass Business School, University of London, where he teaches MSc and executive education courses in corporate governance. He also works as an independent advisor; recent projects include an assignment for the World Bank to develop a stewardship code in Kenya and a study of European Union corporate governance policy on behalf of the CFA Institute.
Anna is an Audit Partner at BDO working with large listed and unlisted businesses. She trained with Ernst & Young. She is experienced in working with international businesses and in the application of IFRS.
Anna is a member of the firm’s corporate governance team and has written a guide for Audit Committee Chairs and had articles published on governance hot topics.
Ian is Chairman of Greggs PLC and DFS Furniture PLC. Ian’s executive career was as a Finance Director internationally in the retail, property, transport and hotel sectors. Since 2010 he has served as a non executive director on a number of UK listed companies. These included as Chairman of Capital and Counties Properties, SID and Audit Committee Chair of Greene King, and Audit Committee Chair of Home Retail Group. He chaired the ICAEW’s Corporate Governance Committee between 2015 and 2017 and has been a Trustee and chair of the Finance and Investment Committee of RPLC, a Richmond based charity since 2012.
Igor is professor of Corporate Governance and Strategy at King's Business School, King's College London. He is also a Vice Dean for International Relations at the School. His research interests are focused on corporate governance effects on entrepreneurship development, strategic decisions and organisational change. He published more than 130 articles in leading academic journals. He currently serves as a General Editor of Journal of Management Studies.
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 the Secretary General of EuropeanIssuers, a Brussels-based association which represents the interests of publicly traded companies in Europe. Before her appointment to EuropeanIssuers in May 2010, Susannah was an adviser on the post financial crisis to the Financial Reporting Council, before that, Susannah was employed at Fidelity International, a major international asset management firm and Clifford Chance, a leading City law firm.
Abigail is Global Head of Responsible Investment at Aviva Investors and leads engagement across all asset classes and markets. She compliments this work with policy advocacy in the UK, EU, OECD and UN on a spectrum of sustainable finance issues. In addition, she leads the ESG implementation of the £2.2Bn Stewardship Funds, multi-asset funds with screening and helps the distribution team with business development work.
She has a special interest in the defence and security response to climate change and leads the implementation of the Aviva strategic response to climate change. She is the co-founder of Superbugs and Super Risks and is currently undertaking a Masters in antibiotic resistance at the University of Cambridge.
She is a contributing author to several books - Around the World in 80 Species (Routledge, 2018); The Business of Bees: Bee Decline and Corporate Responsibility (Routledge, 2017) and The Business of Farm Animal Welfare (Routledge, 2017).
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.
Paul joined EY in 2016 and is an Associate Partner in the financial services internal audit practice. Paul is an experienced internal audit leader, having previously been a member of the global internal audit leadership team at Citigroup as Chief Auditor for Franchise Audit and prior to that as Group Internal Audit Director for Old Mutual plc. He has a wide range of experience in major financial services organisations, motivated by making a real and valuable difference through demonstrating the impact that an effective internal audit function can have on helping an organisation to be successful.
Peter has held senior positions within the UK pension industry for over 20 years. Following a career in General Management in Unilever, he was appointed Unilever UK National Pensions Manager. He then moved to the Railways Pension Trustee Company as its Chief Executive and also served as a member of the Trustee Board and chaired the Investment Committee which was responsible for some £20bn of assets. During this period, Peter was Chairman of the National Association Pension Funds from 1997 to 1999. He served on NAPF Council for 8 years.
Following his retirement from full-time work, Peter represented BESTrustees on the trustee boards of 4 pension funds and AllenbridgeEpic on the Investment Committee on the Investment Committee of a 5th Fund.
Sean O’Hare is the founder and Chairman of Boardroom Dialogue which undertake Board Effectiveness Reviews, Executive Coaching and acts as a sounding board to Chairman of Remuneration Committees. Sean is also an independent member of the RFU Nominations Committee and a faculty member for the Financial Times Directors Club which provides training for aspiring and current Non Executive Directors. Sean was a senior partner at PwC where he advised on Board governance.
Will Oulton is the Global Head, Responsible Investment at First Sentier Investments (FSI) based in the UK and is responsible for defining and delivering FSI’s responsible investment and stewardship strategy globally. In this role he is tasked with advancing FSI’s understanding of how ESG Factors impact long term investment value. He is also responsible for developing FSI’s thought leadership programs and managing the RI Governance structure for the business. Will is a Trustee Director of the Marine Conservation Society and a member of the Risk & Investment Committee.
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.
Daniel co-heads the Responsible Investment Team of USS Investment Management for Universities Superannuation Scheme, leading USS’s work to improve corporate governance of investee companies, funds and markets through engagement. Daniel is a member of the NAPF’s Shareholder Affairs Committee and also a trustee and vice–chair of governors of a local school. He is an Honorary Visiting Fellow at the Cass Business School.
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.