What Makes Governance Actually Work? Maureen Beresford on Judgement, Accountability and the UK Code

What Makes Governance Actually Work? Maureen Beresford on Judgement, Accountability and the UK Code

What does good governance actually look like when the rules keep changing and the pressure keeps rising?  In this episode of The Boardroom Path, host Ralph Grayson speaks with Maureen Beresford, Director of Corporate Governance and Stewardship at the Financial Reporting Council, about why governance is fundamentally about judgement, not tick boxes, and why the best boards are those brave enough to explain rather than simply comply. They explore the philosophy behind the UK Corporate Governance Code, the power of the "comply or explain" principle, and why so many boards still default to compliance when flexibility is exactly what the Code offers. At a time when 88 companies left the London Stock Exchange last year and the government has scrapped the long-awaited audit reform legislation, the conversation could not be more timely. From the new Provision 29 declaration on material controls to the evolving role of proxy advisors and the future of investor stewardship, Maureen makes a compelling case that governance is an art, not a science, and that the boards which lead best are those prepared to think for themselves. * (00:00) - Welcome to The Boardroom Path * (02:06) - A Career in Governance: From Civil Service to the FRC * (03:09) - Where the FRC Fits in the Governance Ecosystem * (05:49) - What Governance Is Actually For * (07:08) - Governance as a Grey Area: Judgement over Certainty * (09:23) - The 2024 Code: What Changed and Why * (11:57) - Comply or Explain: Boards Being Brave * (14:42) - Proxy Advisors, Investors and the Trust Gap * (20:08) - Transparency, Reporting and the Cost of Governance * (23:25) - Provision 29: The New Declaration on Internal Controls * (31:00) - Stewardship, Investment and the Public-Private Debate * (37:10) - The Crystal Ball: Future Skills and Challenges for Boards Maureen Beresford: Maureen Beresford is the Director of Corporate Governance and Stewardship at the Financial Reporting Council, the UK regulator responsible for corporate governance, reporting and stewardship. A former civil servant for over 20 years within the Department for Business, Enterprise and Industrial Strategy, Maureen moved to the FRC on secondment in 2017 to work on the review of the UK Corporate Governance Code and subsequently helped introduce the Wates Principles for Large Private Companies alongside Sir James Wates. Appointed Head of Corporate Governance in 2020, Maureen led the comprehensive review that produced the Corporate Governance Code 2024 and was instrumental in launching the FRC's annual assessments of governance reporting. In 2024 Maureen became Acting Director and was appointed to the full-time Director role in June 2025, taking on responsibility for the Stewardship Code alongside corporate governance. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: * Governance is fundamentally about conversations, judgement and accountability, not checklists or compliance; a tick-box approach is, in Maureen's view, "potentially worthless." * An explanation under the "comply or explain" framework is just as good as compliance, and often better, because it demonstrates that the board is actively thinking about governance rather than blindly following the Code. * Provision 29 of the 2024 Code requires boards to declare the effectiveness of their material controls, but it deliberately does not prescribe which controls, how many, or how to write the declaration; that judgement rests with the board. * The relationship between boards, proxy advisors and investors is more nuanced than many assume; proxy advisors say they do highlight explanations to investors, and investors say they do not always follow proxy advice automatically. * Boards should be more fluid in their composition, willing to refresh before the nine-year convention if needed, and mindful that overboarding in a world of perpetual crisis can leave individual companies without adequate director attention. Action Points: 1. Embrace the power of explanation: Review your board's governance reporting and ask whether you are defaulting to compliance simply to avoid a perceived black mark. Challenge yourselves to identify at least one provision where an honest, well-reasoned explanation would better reflect how your company is actually governed, and commit to making that case transparently in your next annual report. 2. Prepare for the Provision 29 declaration: If you have not already done so, map your material controls across financial, operational, reporting and compliance activities. Use the FRC's mythbuster guidance [https://www.frc.org.uk/library/standards-codes-policy/corporate-governance/uk-corporate-governance-code/] as a starting point. The declaration applies to financial years beginning on or after 1 January 2026, so this is the year to embed the process. 3. Tell your governance story from a blank page: Rather than tweaking last year's governance report, start from scratch and ask what story you want to tell this year. Focus on outcomes, not boilerplate, and build that narrative throughout the year rather than rushing it at year-end. 4. Strengthen investor engagement outside proxy season: Do not wait for the annual general meeting to engage with your investors. Identify your key shareholders, understand their stewardship priorities, and open channels for dialogue year-round. Where votes go against you, treat that as an opportunity to listen, not a threat to manage. 5. Audit your board's composition for the challenges ahead: Review whether your board has the right mix of experience for emerging risks such as cyber, AI and geopolitics. Be willing to refresh earlier than convention suggests, and consider whether any directors are overboarded to the extent that a simultaneous crisis across multiple companies would stretch their capacity. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career.  Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com [https://www.saintyhird.com/]. The Boardroom Path is produced by Story Ninety-Four [https://storyninetyfour.com/] in Oxford, UK.

Boardroom Decision Making in an Age of Constraint, Risk and Capital

How should boards be thinking about risk, capital and growth when the UK economy is structurally constrained and the geopolitical landscape is shifting beneath their feet? In this episode of The Boardroom Path, host Ralph Grayson speaks with Simon French, Chief Economist and Head of Research at Panmure Liberum, about why macroeconomic awareness is no longer optional for board directors. They explore the structural challenges facing UK PLC, from the rationing of energy, capital and land to a labour market squeezed by rising on-costs and the early disruption of AI, and why boards need to reframe risk as an enabler of growth rather than something to be feared. With UK 30-year gilt yields recently hitting 5.787%, their highest level since 1998 [https://www.morningstar.com/news/dow-jones/202605058001/uk-30-year-gilt-yields-hit-28-year-high-amid-political-concerns], and political uncertainty mounting ahead of the May elections, Simon explains why patient capital and strategic boldness could unlock a significant revaluation opportunity for UK assets. From the legacy of Brexit and the defence spending pivot to the competing forces of AI-driven disinflation and geopolitical fragmentation, this conversation offers a clear-eyed roadmap for NEDs navigating an increasingly complex operating environment. * (00:00) - Welcome to The Boardroom Path * (02:31) - A Career Spanning the Public and Private Sector * (04:27) - Why Boards Need Macro Thinking in a Polycrisis World * (06:27) - Capital Markets, Shareholder Engagement and Rationing * (09:00) - Corporate Governance in a Post-Ukraine Economy * (10:47) - The Black Knight Economy: Resilience amid Structural Constraint * (15:51) - Brexit, EU Alignment and the Defence Opportunity * (19:34) - The Rationing of Inputs: Energy, Land and Capital * (22:23) - UK Investibility and the Patient Capital Opportunity * (30:19) - Permacrisis, Inflation and Interest Rate Risk * (33:12) - AI, Labour Costs and the Flexibility Imperative * (41:54) - The Case for Strategic Boldness Simon French: Simon French is Managing Director, Chief Economist and Head of Research at Panmure Liberum, one of the UK's leading independent investment banks and the largest adviser to UK-quoted companies. He produces market-leading and II/Extel top-ranked economic analysis and is a member of the firm's Senior Leadership Team. Before joining Panmure Gordon in 2014, Simon spent twelve years as an economic adviser in the UK Civil Service, serving at the Department for Work and Pensions, the Cabinet Office and HM Treasury. He holds undergraduate and postgraduate degrees in Economics and Finance from Durham University and is a member of the Government Economic Service and the Society of Professional Economists. Simon has a fortnightly column in The Times and is a regular contributor to BBC TV and Radio, CNBC, Bloomberg and Sky News, making him one of the most widely recognised economic commentators in the UK. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: * The UK economy's long-term productivity challenges are not a puzzle but the predictable result of rationing energy, capital and land, and reversing even one of these constraints would materially improve the growth outlook. * Corporate governance has entered a more pragmatic, post-Ukraine phase where formulaic ESG checklists are giving way to nuanced, context-specific approaches to risk and resilience. * UK assets are keenly valued by almost any metric, presenting a significant revaluation opportunity for patient capital willing to weather near-term political and macro uncertainty. * The current softening of the UK labour market is driven more by the overlaying of employer on-costs, national insurance, national living wage, employment rights legislation and auto-enrolment, than by AI displacement, though AI's impact will accelerate. * The structural gap in risk appetite between Europe and the US, visible in everything from pension allocation to capital markets culture, is the single biggest brake on European competitiveness and long-term wealth creation. Action Points: 1. Embed scenario analysis of geopolitical risk at board level: Move beyond short-term forecasting and build structured, recurring scenarios around the long-term implications of geopolitical fragmentation, from supply chain resilience to energy security and defence-sector exposure. Focus on structural legacies, not acute predictions. 2. Stress-test your capital structure for a higher-rate world: With UK 10-year gilt yields above 5% [https://tradingeconomics.com/united-kingdom/government-bond-yield/news/549655] and the Bank of England holding rates at 3.75%, boards should reassess assumptions around cost of capital, debt maturity profiles and the relative merits of public versus private financing. Patient, long-term capital strategies will outperform in this environment. 3. Audit your workforce model for flexibility: With UK companies reporting 8% net AI-driven job losses [https://www.theguardian.com/technology/2026/jan/26/ai-uk-jobs-us-japan-germany-australia], the highest in the G7 according to Morgan Stanley, and rising employment on-costs, boards should challenge executives on whether the current resourcing model is flexible enough to adapt rapidly to technological disruption and shifting demand patterns. 4. Challenge the executive team on cybersecurity resilience: In light of the 2025 ransomware attacks on M&S, Co-op and Harrods [https://www.bbc.com/news/articles/c0el31nqnpvo] that cost hundreds of millions in lost profit, boards should ask whether the organisation has a soft underbelly in security — and whether resilience extends beyond the supply chain to AI-enabled threats. 5. Rebalance the risk-reward mindset and take the shareholder base with you: The gap between European and US risk appetite is a competitive disadvantage. Boards should make the case for a total return mindset over a yield mindset, embracing growth-oriented capital allocation, but invest in communications and investor engagement to bring the shareholder base along on that journey. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career.  Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at https://www.saintyhird.com/

Leading Through Permacrisis: Will Geddes on Boardroom Decision-Making Under Pressure

How should boards lead when the world refuses to stand still? In this episode of The Boardroom Path, host Ralph Grayson speaks with Will Geddes, Managing Director of ICP Group and one of the UK's leading authorities on security, crisis management and geopolitical risk. They explore why boards now operate inside a state of permacrisis, why traditional crisis manuals rarely leave the shelf, and how directors should make decisions with imperfect, contested and fast-moving information. With markets now openly pricing in permacrisis as the operating environment [https://www.reuters.com/markets/see-through-iran-war-markets-exploit-permacrisis-instead-2026-04-28/] and EY analysis showing that around 60 percent of FTSE 100 returns now hinge on geopolitical and macro forces [https://www.insightforward.co.uk/top-10-geopolitical-risks-for-business-2026/], Will's perspective on judgement, instinct and audit trails has rarely been more timely. From a real-world story of advising a director caught in the 2008 Mumbai attacks to practical guidance on rehearsing crisis response across Zoom, Teams and the boardroom, this conversation offers NEDs and aspiring directors a clear-eyed playbook for leading when getting the call wrong is the biggest risk of all. * (00:00) - Welcome to The Boardroom Path * (04:04) - An Unconventional Path Into Specialist Security * (06:06) - Defining Permacrisis for the Boardroom * (08:03) - The Domino Effect of a Far-Flung Incident * (11:11) - Breaking Silos and Communicating Across the Board * (13:25) - Are Board Meetings Still Fit for Purpose? * (15:48) - Building Horizon-Scanning Into the Agenda * (18:54) - Decision-Making With Imperfect Information * (23:07) - When Instinct Beats Data and Analysis * (27:48) - Reputational Management * (35:23) - The Next Three Things Every Board Should Do Will Geddes: Will Geddes is the Managing Director and founder of ICP Group (International Corporate Protection), a globally recognised, niche threat-management security firm originally established in 1996 that supports clients ranging from FTSE and Fortune 100 corporations to family offices and high-profile private individuals. With more than 30 years' experience in specialist security, his work spans close protection, crisis management, kidnap and ransom, counter-terrorism, intelligence gathering, multi-jurisdictional investigations, cyber and geopolitical risk. He also founded TacticsON and is a regular international media commentator on security, terrorism and risk for outlets including the BBC, Sky News, ITN, CNN, The Telegraph and BBC Radio 4 Today. His perspective combines decades of frontline operational experience with strategic advisory work for boards making consequential decisions under pressure. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: * Permacrisis means treating crisis as a continuum rather than a contingency, with seemingly minor or far-flung events capable of triggering a domino effect across global operations and reputation. * Crisis manuals rarely come off the shelf when something actually happens, so what matters is whether the board has practised problem-solving and communication together using the tools they truly rely on. * Decisions made with imperfect information are unavoidable, which is why a clean audit trail of what was known, by whom and when, is the single best protection for directors and the company. * A board that defers decisions, fills silence with content for its own sake or refuses to admit failings damages stakeholder trust more than the underlying crisis often does. * Strong crisis leadership combines humility, judgement and emotional intelligence; AI can support scenario planning at the macro level but the human element remains essential at the micro. Action Points: 1. Treat crisis as a continuum, not an event: Build standing horizon-scanning into every board agenda alongside performance reporting. Ask each function where they foresee issues and how a single incident in one country could ripple across the business. This forces the board to spot domino effects early and to allocate attention to the right risks rather than the loudest ones. 2. Rehearse together, across channels: Schedule regular cross-functional simulations using the tools you actually rely on day to day, including Zoom, Teams and phone. Test how the board problem-solves laterally rather than how individuals handle a dramatic hostage scenario. Doing this routinely surfaces communication gaps and trains people to lean on each other before a real crisis hits. 3. Build a decision audit trail: Insist that all crisis-era decisions are minuted with timestamps, locations, attendees and the information available at the time, and that everyone present agrees the minutes before they are published. Pair this with a short summary of the alternatives considered and why they were rejected. This protects directors and the company if those decisions are later scrutinised by regulators, courts or the press. 4. Manage the narrative, never lie: Equip your communications function to acknowledge press enquiries quickly, share something of genuine value rather than fill silence, and admit failings with integrity rather than allow the media to take control of the story. Brief any executive or director travelling in volatile situations on what to say, what to avoid and when to go quiet. Trust is built when stakeholders see honest, well-paced communication, not noise. 5. Match leaders to context: Use realistic training to identify which board members lead well under duress and which contribute most in calmer waters. Create a culture where it is safe for someone to step back and let a stronger crisis leader take the chair, without that being read as a failure. Set the example as chair by openly relying on colleagues for the parts of a crisis where they are sharper than you are. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career.  Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com [https://www.saintyhird.com/]. The Boardroom Path is produced by Story Ninety-Four [https://storyninetyfour.com/] in Oxford, UK.

Thinking the Unthinkable: Why Boards Must Govern for a World Without Stability

What happens when the world your board was built to govern no longer exists? In this episode of The Boardroom Path, host Ralph Grayson speaks with Nik Gowing, founder of Think Unthink, former BBC World News presenter and co-author of Thinking the Unthinkable, about why boards are structurally unprepared for the scale and speed of disruption now unfolding. From the fall of the Berlin Wall to the 2026 Iran conflict, Nik draws on decades of frontline reporting and direct engagement with leaders to argue that zombie orthodoxes are blinding boards to existential threats. With the World Economic Forum's Global Risks Report 2026 [https://www.weforum.org/publications/global-risks-report-2026/] ranking geoeconomic confrontation as the number one global risk and UK unemployment reaching a post-pandemic high of 5.2% [https://blogs.lse.ac.uk/businessreview/2026/03/19/what-impact-is-ai-having-on-british-firms-and-the-jobs-they-offer/] amid accelerating AI-driven job losses [https://www.theguardian.com/technology/2026/jan/26/ai-uk-jobs-us-japan-germany-australia], the conversation could not be more timely. Nik introduces the Pinball Principle — the idea that crises now cascade at speeds no board can control — and calls for heretical thinking, new mind muscle and a fundamental rethink of how often and how deeply boards engage with the realities confronting them. * (00:00) - Welcome to The Boardroom Path * (04:08) - Nik Gowing: From the Berlin Wall to the Boardroom * (05:59) - Are Boards Fundamentally Misreading the World? * (10:51) - AI, Mass Unemployment and a Coming Societal Implosion * (15:09) - The Pinball Principle: No Predictability, No Control * (18:38) - Are Boards Designed to Avoid Uncomfortable Truths? * (21:24) - Why Boards Are Getting Blindsided on Risk * (25:58) - Cyber Attacks, War Gaming and Saturday Morning Crises * (28:47) - Heretics in the Boardroom and Tearing Up the Rule Book * (33:56) - The Adversity We Are Not Prepared For * (37:00) - What Every Chair Should Ask at Their Next Meeting * (40:26) - Embracing Uncertainty: The Positive Way Forward Nik Gowing: Nik Gowing is the founder and director of Think Unthinkable and co-author of Thinking the Unthinkable: A New Imperative for Leadership in the Digital Age. A former main news presenter for BBC World News (1996–2014), he spent 18 years at ITN as bureau chief in Rome and Warsaw and as Diplomatic Editor for Channel Four News, collecting a BAFTA for his coverage of martial law in Poland. Nik has reported from the front lines of major global crises including the fall of the Berlin Wall, the collapse of the Soviet Union, the conflicts in former Yugoslavia and the events of 9/11. He is a Distinguished Fellow at the Royal United Services Institute, a Visiting Professor at King's College London and a former member of the World Economic Forum's Global Agenda Council on Geo-Economics. He has advised the President of the UN General Assembly on leadership challenges and holds honorary doctorates from Exeter and Bristol universities. Most recently, he moderated high-level plenary sessions at the 2026 Villars Ocean Forum on planetary tipping points. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Episode Insights: * Boards are constrained by zombie orthodoxes — inherited assumptions about stability and predictability that no longer reflect reality — and what qualified leaders for their roles may now disqualify them from understanding the scale of disruption ahead. * The Pinball Principle captures how crises now cascade in unpredictable directions at speeds that outpace traditional governance structures, leaving boards feeling powerless but unable to admit it. * Risk and resilience registers are being artificially constrained, with some chief risk officers told to cap the number of risks they report, leaving existential threats outside the boundary fence. * Boards need heretics — people sanctioned to challenge consensus and think beyond established orthodoxies — valued as visionaries rather than treated as problems to be disposed of. * AI-driven disruption threatens a societal implosion, with mass unemployment, mortgage crises and a fundamental breakdown in the social contract happening not in decades but in months. Action Points: 1. Build new mind muscle at board level: Challenge every board member to identify at least three assumptions they hold about the business environment that may no longer be valid. Create structured exercises that force directors to confront scenarios they instinctively resist, building the cognitive flexibility Gowing calls new mind muscle. 2. Tear up the quarterly meeting model: If your board meets once a quarter for two hours, it is operating on a cadence designed for a stable world. Increase the frequency of board engagement, even if virtually, to match the speed at which geopolitical, technological and societal risks are now materialising. 3. Uncap your risk register: Audit whether your risk and resilience framework is artificially constrained. If your chief risk officer can only list 20 risks, you are choosing blindness over preparedness. Expand the register to include geopolitical, AI-driven and societal risks that sit beyond the traditional boundary fence. 4. Appoint and protect your heretics: Identify individuals within the board and the C-suite who are willing to voice uncomfortable truths and sanction them to do so. Create a culture where challenging orthodoxy is rewarded, not career-ending, and where scenario planning includes events the organisation considers impossible. 5. Stress-test for Saturday morning crises: Model your response to a major disruption that lands outside business hours — a cyber attack, a geopolitical shock, a supply chain collapse. If your organisation cannot convene and act within hours, not days, you are not prepared for the speed of the current threat environment. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board directors, and governance experts. Our guests share practical strategies, valuable perspectives, and actionable advice on how to effectively transition into board roles, maximise your impact, and build a rewarding NED career.  Subscribe now, and take your first confident step along The Boardroom Path. Learn more about Sainty Hird & Partners at saintyhird.com [https://www.saintyhird.com/]. The Boardroom Path is produced by Story Ninety-Four [https://storyninetyfour.com/] in Oxford, UK.

Stewardship, Governance and Long-Term Value Creation with Kimberley Lewis

What do investors actually look for when they sit down with a board? And has stewardship lost its way in a sea of tick boxes and league tables? In this episode of The Boardroom Path, host Ralph Grayson speaks with Kimberley Lewis, Head of Active Ownership at Schroders, one of the world's largest global asset managers. Kimberley leads Schroders' global stewardship strategy and works directly with chairs, CEOs and NEDs on governance, climate, human capital and geopolitics. They explore why quality stewardship should feel like a partnership rather than a compliance exercise and why boards need more courage to explain rather than simply comply. The conversation covers the growing wave of shareholder activism in Europe, with a 44% year-on-year surge in UK companies targeted by activists in 2025 [https://www.diligent.com/company/newsroom/shareholder-activism-europe], the impact of the US ESG backlash on UK engagement, and why Kimberley believes companies that double down on their principles will ultimately be vindicated. From board composition and NED stock ownership to the balance between curiosity and technical expertise, this is a practical guide to what good governance looks like from the investor's chair. * (00:00) - Welcome to The Boardroom Path * (03:30) - From Law to Active Ownership: Kimberley's Career Path * (05:01) - What Good Stewardship Really Looks Like * (08:31) - Navigating the US ESG Backlash from London * (13:01) - The Rise of Shareholder Activism in Europe * (15:29) - Influence without Authority: Credibility in the Boardroom * (18:02) - Stewardship in 2026 and the Updated Blueprint * (21:24) - How Boards Handle Risk across Competing Themes * (24:33) - Should NEDs Own Stock? * (28:15) - Diversity, Refreshment and the Red Herring Debate * (32:51) - When Stewardship Becomes Confused with Compliance * (34:40) - The Future Board: Skills, Curiosity and Judgement Kimberley Lewis: Kimberley Lewis is the Head of Active Ownership at Schroders, one of the world's largest global asset managers. She leads the firm's global stewardship strategy, overseeing how Schroders engages with boards and executive teams across listed and private markets on issues including corporate governance, climate change, human rights, human capital and geopolitics. A former lawyer in the United States, Kimberley pivoted into corporate responsibility roles at AstraZeneca and Pfizer before moving into investment stewardship, initially covering North American companies at a boutique ESG-integrated firm. She holds an MBA from London Business School and is a member of the International Corporate Governance Network. Ralph Grayson: Ralph Grayson is a Partner in the Board Practice at Sainty Hird & Partners, bringing extensive experience in board-level recruitment, assessment, and advisory services. With a deep understanding of the corporate governance landscape, Ralph specialises in guiding senior executives as they transition into impactful boardroom careers. His thoughtful approach, combined with a passion for developing effective leaders, enables him to facilitate insightful conversations that equip aspiring and newly appointed Non-Executive Directors with the tools they need to succeed. Through The Boardroom Path, Ralph leverages his extensive professional network and expertise to empower listeners on their journey into the boardroom. Resources & Links: * Schroders 2026 Engagement Blueprint [https://www.schroders.com/en-us/us/individual/insights/launching-our-2026-engagement-blueprints/] * The State of Stewardship Tulchan Report [https://www.teneo.com/app/uploads/2023/12/Tulchan-Stewardship-Report_Nov-2022.pdf] * IA Stewardship Working Group Report [https://www.theia.org/news/press-releases/investors-recommend-realignment-stewardship-deliver-sustainable-value] * UK Stewardship Code 2026 [https://www.frc.org.uk/library/standards-codes-policy/stewardship/uk-stewardship-code/] Episode Insights: * Quality stewardship is a collaborative, research-driven partnership between investors and boards, not a tick-box compliance exercise driven by league tables or voting records. * The US ESG backlash is making stewardship harder but more important: companies are responding in very different ways, and those that double down on their principles are likely to be vindicated in the long run. * Shareholder activism is surging in Europe and the UK, and boards should treat large, long-term shareholders as trusted partners and engage with activist concerns early rather than waiting for a crisis. * The UK corporate governance framework needs more courage in the "explain" of "comply or explain": private conversations reveal boards often know what they should do but fear the headlines. * Assessing true board quality remains one of the biggest unsolved challenges in stewardship: composition metrics and skills matrices are imperfect proxies for the judgement, curiosity and culture that really matter. Action Points: 1. Treat your largest shareholders as strategic partners: Proactively reach out to your long-term institutional investors for candid conversations about governance, strategy and risk. These investors often have a broader market perspective and a genuine shared interest in long-term value creation. Use them as a sounding board before challenges escalate into activist campaigns. 2. Embrace the "explain" in comply or explain: Resist the temptation to default to compliance for an easy life. If a departure from the corporate governance code serves the company's long-term interests, invest the time to articulate a clear, evidence-based rationale. The FRC has explicitly stated [https://finance.yahoo.com/news/frc-updates-guidance-comply-explain-100834192.html] that thoughtful, well-reasoned explanation is not weak governance. 3. Rethink how you assess board composition: Move beyond rigid checklists of skills and experience. Consider whether the board collectively has the intellectual curiosity, risk appetite and constructive challenge needed to navigate complex, overlapping issues such as AI, geopolitics and climate transition. Look at the board holistically rather than applying strict rules to individual metrics. 4. Align NED incentives with long-term value: Consider whether NED remuneration structures encourage genuine alignment with shareholders. The FRC's updated guidance [https://www.frc.org.uk/news-and-events/news/2025/11/frc-updates-guidance-on-non-executive-director-remuneration-to-support-good-governance/] now permits share-based arrangements for NEDs, provided they are not performance-linked. Explore whether personal shareholdings could strengthen commitment and accountability on your board. 5. Prepare for and engage with activism constructively: Monitor early signals of activist interest, including rising AGM dissent percentages and new register entries. Engage with activist concerns directly and early, treating them as a source of market intelligence rather than a threat. Companies that listen and adapt before campaigns go public are far better positioned than those that react defensively. The Boardroom Path is the essential podcast for aspiring and newly appointed Non-Executive Directors (NEDs) navigating the journey from executive leadership to the boardroom. Hosted by Ralph Grayson, partner at Sainty Hird & Partners, each episode offers insightful conversations with industry leaders, seasoned board d...