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 non-executive director of Smith and Nephew plc, Michael Kors Holdings Ltd and Moneysupermarket.Com plc, where he chairs the Audit Committee.
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 businesses, all within the media sector, and is currently CFO at Huntsworth plc, the PR and Marketing services Group, who he joined in February 2016. Prior to that Neil was CFO of ITE Group plc (2008 to 2016) which specialises in organising trade exhibitions and conferences in the emerging markets with significant operations in Russia and the former CIS, and before that he was Group Finance Director of Tarsus Group plc, another international trade exhibition organiser. Mr Jones is also a Non-executive Director of Aim listed Taptica.
Kate leads PwC’s Entity Governance and Compliance team. Kate has a particular focus on public company and financial services governance advisory support. Using the industry knowledge and insight gained from her role as Company Secretary of Emap plc, Kate specialises in supporting clients build and operate efficient and high quality Secretariat Functions and Governance Frameworks. She has also supported overseas regulators in the design and implementation of Corporate Governance Codes, including the role of the Company Secretary.
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.
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.
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.
Robert Barrington is Executive Director of the UK chapter of Transparency International. He is an authority on global corruption, corporate bribery and corruption within the UK, and has worked in academia and in the City. He joined Transparency International in 2008, leading the campaign to secure a new Bribery Act in the UK, and was appointed as Executive Director of TI-UK in 2013. He was previously Director of Governance & Sustainable Investment at F&C Asset Management, and CEO (Europe) of the environmental research group Earthwatch Institute. Robert regularly acts 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.
Sophie is a Partner at Mercer. Prior to joining Mercer, Sophie worked in the Big 4 environment. She has over 20 years experience advising both Remuneration Committees and management teams of major UK organisations on executive remuneration and corporate governance. She is experienced in working with both listed and unlisted organisations and regularly supports 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, a World at Work accredited global reward practitioner and holds an advanced post-graduate diploma in HR management.
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.
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.
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.
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.
Abigail is Head of Responsible Investment Engagement at Aviva Investors and enjoys helping asset managers, asset owners and companies integrate environmental, social and corporate governance issues into their core business. Abigail leads Environmental Social and Governance (ESG) engagement across all asset classes and she previously headed up the corporate governance team of The Co-operative Asset Management (TCAM), now Royal London Asset Management.
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.
Hunada is currently Council member of City, University of London, a leading global university, and Chairs the Audit and Risk committee. She is a Board member, and Audit Chair for the Education and Skills Funding Agency, the body responsible for mobilising £63bn of funding for education and training. She also has a seat on the Board of the Met Office, the UK’s national weather service, and chairs its Audit & Risk Assurance committee.
Will Oulton is the Global Head, Responsible Investment at First State 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 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.
Jocelyn is a Senior Investment Manager in the Sustainable Ownership team of RPMI Railpen. Previously, Jocelyn was an Executive Director with Institutional Shareholder Services, where she served as their Global Head of ESG Product Management, and the EMEA Head of Regulatory Affairs. She also spent 3 years at the Financial Reporting Council as a Policy Adviser, overseeing the implementation of the UK Stewardship Code.
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.
Cosette Reczek is Chair, Audit Committee and Member, Board of Trustees for UNICEF UK. 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, organisation design, and transformation. 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 to the Fairbanking Foundation, a charity focused on improving the financial well-being of customers.
Corporate Governance Advisory Group
David is the Independent Chairman of Trustees for four defined benefit Pension Schemes (Wolseley Plc, Trinity Retirement Benefit Scheme, places for People and ICAEW.
David joined KPMG in 1968 and after spending 26 years in the partnership left in 2004. David was President of the ICAEW for 2003 to 2004.
Ken worked for ICI for 31 years retiring as Company Secretary in 1999 to become Director of the Institute of Business Ethics. In 2001 he was appointed by the FSA to be Head of the UK Listing Authority. Since 2005 he has been a corporate governance adviser, now with Board Insight.
David has previously served as Chairman of the London Stock Exchange Primary Markets Group (where he continues to be a member), Forth Ports plc and De Vere Group plc, and has also held non-executive directorships at Serco Group Plc,Tomkins plc, Dairy Crest Group plc and The Restaurant Group plc. David graduated from the University of Bristol with a degree in Economics and Accounting and qualified as a Chartered Accountant in 1975.
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.
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.
Sean is a senior partner in PwC’s Human Resource Services Group; advising companies on all aspects of governance including board remit, structure, composition, role clarity and relationship. Sean is advisor to the Remuneration Committee of a number of FTSE 100 companies as well as international clients. He is also a member of the Rugby Football Union (RFU) Remuneration Committee.
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.
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.
Lyn is Company Secretary for Cobham plc, a FTSE250 aerospace and defence company, with a market cap of £3.4Billion. Lyn also serves on the Company Secretaries Forum of the ICSA, the Institute of Chartered Secretaries and Administrators. Together, the Institute and the Forum combine to create outputs, such as consultation responses, combining thought leadership with practical insights.
Paul joined Citigroup in June 2014 as Chief Auditor for Franchise Audit, having previously been the Group Internal Audit Director for Old Mutual plc. He is an experienced internal audit leader with 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.
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.
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.
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.