The Evolution of Governance: A Compliance Insight

Emmy Richardson

By Emmy Richardson
Senior Compliance Associate, LBMA

Governance is ever evolving in practice and scope. While not new in principle, not long ago, it primarily focused on the internal mechanisms of a company – ensuring compliance, managing risks and upholding shareholders’ interests.

But the discipline has expanded from a narrow focus on compliance to a broader, more strategic role in which it becomes the platform for resilience, ethical decision-making and long-term value creation.

However, the evolution of governance principles can be traced back through millennia, reflecting the changing dynamics of societies, economies and political structures across different civilisations. The principles of governance have undergone a remarkable journey, shaped by historical events, cultural norms and philosophical doctrines.

Ancient Foundations

The roots of governance principles can be found in the structures of ancient civilisations such as Mesopotamia, Egypt, Greece and Rome. In these early societies, governance was often characterised by hierarchical structures, with rulers, kings or pharaohs holding supreme authority over their subjects. The Code of Hammurabi, dating back to ancient Mesopotamia, is one of the earliest known legal codes to provide guidelines for governance, justice and social order. Similarly, the democratic system of ancient Athens, where citizens took part in decision-making through direct democracy, laid the groundwork for modern democratic governance principles.

During the medieval period, feudalism and monarchy dominated governance structures in Europe. Feudal lords wielded power over vast territories, exercising control over land, resources and people. Governance was characterised by feudal contracts, oaths of allegiance and hierarchical relationships between lords and vassals. The Magna Carta, signed in 1215, marked a significant milestone in the evolution of governance principles, as it established the concept of rule of law, limiting the arbitrary power of monarchs and affirming the rights of individuals.

The Age of Enlightenment in the 17th and 18th centuries ushered in a period of intellectual ferment, political upheaval and the assertion of democratic ideals. Philosophers such as John Locke, Charles Montesquieu and Jean-Jacques Rousseau championed the principles of individual rights, separation of powers and social contract theory, laying the foundation for modern democratic governments. The American Revolution and the French Revolution further propelled the ideals of liberty, equality and fraternity, leading to the establishment of democratic systems and constitutional frameworks.

The Industrial Revolution of the 19th century brought about profound changes in economic and social structures, giving rise to capitalism, industrialisation and the emergence of modern corporations. With the expansion of markets and the proliferation of corporate entities, governance principles evolved to address the complexities of managing large-scale enterprises and protecting the interests of shareholders. The rise of shareholder capitalism and the separation of ownership and control necessitated the development of corporate governance frameworks to ensure accountability, transparency and responsible management.

King John signing the Magna Carta.

Modern Reforms and Updated Standards

The 20th and 21st centuries saw significant advancements, driven by globalisation, technological innovation and regulatory reforms.

The collapse of major corporations such as Enron and WorldCom in the early 2000s underscored the importance of effective oversight in safeguarding shareholder value and mitigating risks. Consequently, frameworks such as the Sarbanes-Oxley Act in the United States and the Cadbury Report in the United Kingdom were introduced to enhance transparency, integrity and accountability in corporate practices.

And more recently, in September 2023, the OECD, in collaboration with the G20, updated its Principles of Corporate Governance to address not just the complexities of running a corporation, but also the implications of a corporation’s actions on society and the environment. In January 2024, the Financial Reporting Council (FRC) introduced the 2024 UK Corporate Governance Code (2024 Code).

The revisions primarily focus on internal controls and underscore the importance of reporting, focusing on strategic outcomes and promoting diversity in board appointments.

The Palace of Westminster, London.

Cornerstones of Contemporary Governance

In simple terms, governance can be said to encapsulate the process of the following:

  • taking decisions (e.g. solving a problem)
  • implementing decisions (e.g. mitigating risk)
  • enforcing decisions (e.g. effectiveness)
  • reviewing decisions (e.g. dynamic management).

Today, there are fundamental principles that serve as the cornerstones for ‘good’ governance practices, not only to foster trust and credibility, but also to contribute to long-term sustainability and value creation:

1. Accountability
The obligation of individuals and organisations to take responsibility for their actions, decisions and outcomes.

2. Integrity
Integrity encompasses honesty, ethics and adherence to moral and ethical principles. Upholding integrity entails acting with fairness and impartiality in all dealings and interactions, ethical decision-making, avoidance of conflicts of interest and a commitment to upholding the organisation’s values and mission.

3. Transparency
Transparency involves open communication, the disclosure of relevant information and its accessibility to key stakeholders, including shareholders, regulators, employees and the public. Transparency promotes trust and confidence, enabling stakeholders to make informed judgements and hold organisations accountable for their actions.

4. Stakeholder Engagement
Recognising the interconnectedness and interdependence of various stakeholders, the importance of meaningful stakeholder engagement entails listening to, understanding and responding to the interests, concerns and expectations of all stakeholders, including shareholders, employees, customers, suppliers, communities and society at large.

Future Trajectory

While good governance embodies lofty ideals and principles, organisations often face various challenges and pitfalls when it comes to implementation. These hurdles can stem from internal dynamics, external pressures and regulatory compliance complexities, all posing significant obstacles.

As organisations navigate an increasingly complex and interconnected global landscape, the future trajectory of governance principles is likely to evolve in response to emerging challenges and opportunities. Technological advancements, geopolitical shifts and societal expectations will continue to shape governance frameworks, requiring organisations to innovate in their approach to governance. Key trends shaping the future of governance include:

  • digital transformation
  • stakeholder capitalism versus shareholder capitalism
  • regulatory scrutiny
  • sustainability
  • cultural transformation.

In summary, good governance is not a static endpoint but rather an ongoing process of refinement and adaptation. It is about staying ahead of the curve, anticipating challenges and leveraging opportunities to drive organisational excellence.

Technological Advancements, Geopolitical Shifts and Societal Expectations Will Continue to Shape Governance Frameworks.

Emmy Richardson

By Emmy Richardson
Senior Compliance Associate, LBMA

Emmy works alongside the Membership, Good Delivery and Responsible Sourcing departments to manage and develop the compliance programme across the spectrum of LBMA's work. Emmy also supports market development projects with a focus on data and analytics.