CGI Code of Practice

Guiding principles

As a signatory to the CGI Code of Practice we commit to applying all principles of the Code and ensuring that our board reviews are conducted in accordance with it.

In this page we summarise how we apply the Code’s four principles and the related Guidance. Where more detail might be helpful, there are links to other pages on this site.

We believe that the purpose of a board review is to help a board work better in future. That means taking stock of where it is now, not to pass judgement, but to see how it might best develop to meet the future needs and challenges of the organisation.


Principle A - Competence and Capacity

Our competence and capacity is best considered under several headings, all consistent with the Code and Guidance. Follow the links below to learn about:

Principle B - Independence and Integrity

Independence is so important to us that it’s in our name. The most important aspect of this is our objectivity and willingness to say something that might be unwelcome. We believe that our firm’s long-term interests are best served by being true to that, although we also recognise that unwelcome messages are best given very thoughtfully if they are to do any good.

So we expect clients to commission us on the understanding that our goal is to help the board to work better in future, and that this might challenge them. We do not approach board reviews as compliance exercises.

All our staff and associates are required to complete an annual declaration of independence, reporting any family or financial relationships with organisations that are or might become clients. On the rare occasions that there is a relationship that might be perceived as a conflict, it is advised to potential clients early in the proposal process.

If a client appoints us for a repeat engagement, we vary the team. For a second review, we usually mix one of the previous team with someone fresh. If the client chooses to ask us to undertake a third review, we will suggest that both team members should be fresh.

All of our work is around helping boards to perform better and we offer few other services that could give rise to conflict of interest. While we are always ready to help clients with implementation of improvements, we generally try to make our suggestions easy to implement. We rarely suggest anything that would involve a large-scale project, and we do not have the resources to help in such cases. Our suggestions never lead to significant additional income for us.

Board reviews account for more than 90% of our fee income. The most significant other service is review of internal audit effectiveness, where we offer a business-focused approach as an alternative to that of the usual suspects. Far from being a conflict, this is complementary: most boards’ effectiveness is affected by the quality of the internal audit function that serves them. Some clients engage us to look at the board and internal audit as a package. Because the board review is taking a high-level view and the internal audit review is taking us more into the business, the two different perspectives each benefit the other, resulting in greater insight and even better value.

Thinking Board® includes modules that assess the effectiveness of many aspects of governance. These help to support effective board governance.

Principle C - Client Engagements

Our engagement letter and Standard Terms of Business form our contract with clients. Between them they set out the key elements of the review scope, the deadlines, team members including the leader, the fee and invoicing schedule, and liability limitations. They include confidentiality undertakings and GPDR provisions, and also provide that, if we consider it necessary, we may discuss the board review with a board member other than the one originally identified as the project sponsor.

Engagement letters also address the client’s responsibilities that are necessary for the deadlines to be met, and their obligations in relation to referencing the board review in their external reporting. These obligations include disclosing the scope of the review and obtaining our agreement to the relevant reporting before it is published.

Principle D - Client Disclosure

Our contract with a client places obligations on the client regarding disclosure of the board review in its external reporting.

We expect annual report disclosure to conform in all material respects with the CGI Guidance on Reporting on Board Performance: Guidance for Listed Companies. For unlisted clients, there may be no disclosure in the annual report, but if there is disclosure it should similarly conform.

In particular, any reference to the board review in any annual report or other document for external use must be agreed with us in advance. If requested, we can provide guidance on suitable styles of reporting.

We will agree to a client giving a specified third party access to our report, on the condition that it is made clear that we accept no liability to that or any other third party.

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