Who holds the chair to account?

This week:

⬆ Up

University of Sussex — The High Court overturned the Office for Students' record £585,000 fine on 29 April. Vice-Chancellor Sasha Roseneil did not stop at vindication; she committed Sussex publicly to being a place where the most contentious issues are "discussed and worked through" and offered to work with Government on better ways to regulate universities. Winning and then restating your values is rarer than it sounds.

JD Sports — Full-year results on 7 May infer the business is unphased by the departure of the Chair last week: revenue is up 10.5% to £12.7bn, dividend lifted by a fifth, and a £200m share buyback in a tough year. Candid about what is broken; clear about what is working. 

Lloyds Banking Group — Following the March app glitch that exposed transaction data of up to 447,936 customers across Lloyds, Halifax and Bank of Scotland, the group paid goodwill compensation to affected customers without waiting to be pushed. We love compensation that bridges the gap between what happened and what ought to have happened.

Bank of England — On 30 April the Governor wrote an open letter to the Chancellor confirming CPI inflation had hit 3.3%, more than a percentage point above target, named the one dissenting MPC member, and published the full exchange the same day. A public institution being candid about a missed target, in its own words, before anyone asked is increasingly rare.

⬇ Down

South East Water — A "wholly inadequate governance framework" and a "culture of unaccountability," per the EFRA Select Committee's published report on 1 May. The story is still flowing.

Environment Agency — Channel 4 News found the Agency has not completed a single prosecution of a water company for pollution in five years, despite nearly two million sewage discharges. Payments to charities have been offered as an alternative to prosecution. Is a regulator that does not prosecute even a regulator?

Corporate Travel Management — KPMG's forensic review alleges fake documents were presented to the board, refunds withheld, and the UK overcharging bill reached £128m. A live illustration of what happens when the board is told what it wants to hear.

Tesco — Lawyers argued at the Reading Employment Tribunal that paying its predominantly female shop workers the same as its predominantly male distribution workers would cause "serious damage" to the business. Around 49,000 current and former store workers are claimants and the case has been valued at £4bn.

👁 Watch

Thames Water — Ofwat's board is reported to be split over the £3.35bn equity and £6.55bn debt rescue package. Sixteen million customers affected; ironically this is what has created the impasse. 

Kingfisher — CEO Thierry Garnier confirmed he is leaving for Ahold Delhaize after a 12-month notice period. Jefferies is holding on stock, citing leadership transition risk and the absence of any trading update alongside the announcement. Limited transparency at a moment of maximum uncertainty is worth keeping an eye on.

FCA — Launched a market review of claims management companies and law firms on 6 May, warning of robust action against bad actors. The integrity question is whether the action matches the rhetoric.

Over the pond: 🇺🇸 NBA — The Athletic's anonymous player poll of more than 150 players found nearly 75% say the league's integrity is not in danger, despite federal gambling charges against a head coach and a player, tanking investigations, and a live salary cap circumvention allegation. The collective answer was not "no" but "no, but." The integrity question is whether the league acts before the "but" becomes the story.

Codes of governance prescribe roles and responsibilities to help organisations function effectively. The chair holds the CEO to account. The Senior Independent Director leads an annual appraisal of the chair. The nominations committee manages succession. The board reviews its own performance every year. Just because everyone operates this way doesn’t mean it is effective.

The ICSA/Chartered Governance Institute review for BEIS found board evaluation was undermined by low-quality work, conflicts of interest, and the risk that companies had "occasionally been accused of finessing, if not distorting, the outcomes of a performance review". Last week, ACEVO published research that found only 25% of organisations have a chair appraisal process in place. 

Fifty-nine per cent of respondents reported experiencing challenging board behaviours. Only 4% rate their board a perfect ten for overall effectiveness. In the listed sector, the FRC's Annual Review of Corporate Governance Reporting found that 71 of 130 companies surveyed gave only formulaic descriptions of whether a review of internal controls had been carried out, and criticised culture reporting for lacking evidence: "such statements lacked any evidence for the basis of this finding". Clearly, compliance is high in form but thin in substance.

The mechanism that is supposed to hold the chair to account is, in most organisations, led by the chair. That alone presents a huge challenge. Provision 17 of the UK Corporate Governance Code 2024 bars the chair from leading the nominations committee only when their own successor is being chosen. For every other purpose, including their own reappointment, the chair typically sits on and often chairs the body that recommends it. The structural conflict is so embedded that governance literature rarely remarks on it.

The consequence is that chair accountability arrives, when it arrives at all, via external escalation: parliamentary scrutiny, regulator intervention, shareholder revolt, or media exposure. The RFU lost its chair after a grassroots rebellion over executive bonuses signed off by the remuneration committee the chair led, in a year when 42 staff were made redundant. Sentebale's chair refused to resign after a trustee vote of no confidence; every other trustee and both royal patrons left instead, and the Charity Commission's subsequent compliance case found mismanagement but did not remove the chair. BACP dismissed its chair and deputy chair following a governance investigation into expenses; the regulator closed its case, but the trigger was external scrutiny, not internal process. Oxfam GB's chair stepped down in late 2025 following a whistleblower complaint and regulator engagement, prompting a lawyer-led external board review. None of those outcomes came through the appraisal systems the governance processes assume are working.

NCVO research covering over 800 trustees, staff, and volunteers in 70 organisations found that only around one in five charity boards regularly reviews its own culture or behaviours. The Charity Commission's own trustee research confirmed that very few trustees have appraisals of any kind. 

This matters most for organisations where the board is the institution in the eyes of members and the public. For a royal college, a regulator, a mutual, a sports governing body, or a professional membership body, the board does not merely oversee the organisation's reputation; it constitutes it. When the integrity conditions of the board are under strain, whether through unchallenged behaviours, a perception gap between the chair and the executive, or governance that is compliant in form but not in substance, the organisation is carrying untold risk.

An organisation can have appropriate policies and procedures in place but still have a board (or executive) where honest challenge does not happen in practice, where information does not flow reliably between the board and the executive, and where neither fellow board members nor available data holds the chair to account. I’m afraid to surmise that we appoint and remove chairs not on facts but on feelings. 

Most boards don’t have access to the data that would course-correct from feelings to fact. Our Board ORI® tool was designed to provide data-driven insights and present a pathway to repair for this purpose. It measures how the board responds to constructive challenge, relates to the executive team, the quality and frequency of decision-making, how the board is led in practice rather than in form. The output is a long-form insight report that gives the chair and CEO a precise picture of where they are against where a board (often wishfully) thinks it is. 

The data suggests it may be prudent to have someone independent interrogate your current position.

Request a confidential conversation with our team at [email protected].

Pilot rates available.

The Telegraph reported this week that civil servants are claiming London weighting allowances of £3,000 to £5,000 a year while working permanently from Edinburgh, Suffolk, and other locations with little or no requirement to attend a London office. One former manager said two members of his team never met him in the flesh across two years.

The harder question is not whether this was wrong under the civil servant code but who let it happen.

1. Who bears responsibility: the employees who exploited a well-trodden loophole, or the managers who knew and said nothing?

2. If this happened on your watch, how would it feel to see your name on the approved expense report as the lead photo in the story?

Leah Brown FRSA is the UK's leading specialist in organisational repair.