THE MANDATE

Rigby Group is a UK wholly family-owned holding company, who invests in and operates a portfolio of international businesses spanning across 6 sectors. The Group engaged a team in the AON’s Enterprise Risk Management consulting department to
develop and implement their future Corporate Governance Framework.

Rigby was mostly family-managed and was considering a succession plan that involved the delegation of some family-owned roles to new hires.
To do this, they wished to have in place a new Corporate Governance, requesting specifically to reflect the main principles of the latest UK Corporate Governance Code and focused especially on implementing at Group level governance around risk control and management, remuneration, and their integration with general governance functions for decision making around corporate strategy and operations. This required also the setup of appropriate Group-level bodies and audit committees to manage risk for all business divisions, which were structured around their served sectors: technology, airports, hotels, real estate, aviation and finance. The mandate required also the shaping and implementation of a corporate culture change project, to promote among its employees an aware and mature risk approach.

Our Evolution’s resource, Cristina, was initially tasked with the development of a draft deck for the first client meeting, which included: 1. a presentation of the Group (e.g. its structure, governance, people, strategy and operations, to show the AON team's understanding of their business from their AR and other publicly available information, as requested by her line manager); 2. A summary of risks at board level an enterprise as theirs could face, and best practice in risk governance for a group (which she planned to do by considering the UK Corporate Governance Code, AON's precedents of work to deliver advisory around risks at board level, and similar organisations ARs, which usually include risks mitigation strategies); 3. A description of the AON's proposed delivery methodology and a detailed implementation plan (which she planned to shape and schedule in alignment with the proposal for AON’s consulting services for Rigby, which included the Rigby’s mandate).

After that, our resource was also assigned (during a meeting) to the development of a new Excel tool to assess the maturity level of Rigby’s Group Governance, since the summary of the Rigby Group's AR, to show AON's understanding of Rigby' business, had been outsourced to an Indian team, as this was most cost effective and didn't require senior capabilities.
Cristina was also tasked with the preparation of the workshops documents to communicate to Rigby the structure and timeline of the meetings with their stakeholders who had been identified. The workshops aimed at assessing the current state of Rigby's governance, thanks to Cristina's newly defined 'maturity level assessment tool', and thanks to another evaluative tool from Marsh (Cristina was told) which focused on the assessment of Rigby's risk management.

THE SOLUTION

The main contribution of our resource, Cristina, in this engagement was the creation of new intellectual property (IP) for AON, in the form of an Excel interactive assessment tool to evaluate the governance maturity stage of an enterprise.

She did this by establishing first the characteristics of the most mature version of governance, according to her reading on thought leadership best practice, and according to the guidelines provided by the latest version of the UK Corporate Governance Code. The highest maturity stage so defined was meant to set the development direction for Rigby, or for any enterprise who wanted to improve its corporate governance (which to benefit Rigby the most, or any organisation at an intermediate stage of governance maturity development, would have had to be paired with a core business transformation engagement to change the organisation, in order to develop it in the set direction: specifying how and in what timescale, considering the cultural changes to address in order to change employee behaviours, the eventual operating model and changes of the departmental structure, the training necessary to shift resources, the budgets re-allocation and the systems to change. This could have been implemented by introducing efficiency boosters as new digital enablers and new IT, according to the new objectives and to the new roles and responsibilities to cover, and also by realigning processes and operations to the desired change, in order to meet the shifted priorities, which is usually done by implementing a standardisation of all processes across all the business units).

The assessment tool that Cristina developed considered the following aspects to measure governance maturity:

1. The governance structure, which assessed the state of the board and of the other committees in place at Group, business unit and lower governance levels. It considered what decisions the committees and board oversaw; what procedures they followed to enable decision making; how the flow of information within the organisation was coordinated, escalated, reported and reviewed; the modality of these processes and policies underpinning them (for example, identifying who’s involved in each Group meeting according to their scope, their frequency, who reports to whom, their formality and efficacy, measured also by attendance rates and sharing of information, as for example, through meeting agendas and minutes).

2. The governance processes and activities, which assessed the status, efficiency and achievements for all the processes in place in each governance area of the Group. It considered the formality of the processes and of the roles established for each; the presence of clearly communicated responsibilities, accountabilities, consultations and information of the processes' owners, sponsors and wider stakeholders; the timelines for the processes completion; the presence of measures to improve the governance processes, such as feedback loop cycles, tech-enabled optimisations.

3. The governance forums at Group, business unit and lower governance levels, which considered for each the frequency of their meetings, the reports they revised, what division or business unit or process or program they monitored or were responsible for, what they decided or confirmed at each meeting and how they reached agreement, also identifying the employees involved in each forum, in terms of role titles and names, as well as the key Group's employees to interview, the contact details and RACI.

4. The governance alignment with the latest UK Corporate Governance Code, focusing on its principles around enterprise’s leadership (at board, business unit and lower levels), effectiveness, accountability, remuneration, relations with shareholders and succession. (In this assessment there were only 3 stages of maturity against which to evaluate the Group, while for the previous assessment, there were 4).

THE BENEFITS

Our resource, Cristina, provided to the team the technical knowledge and tools for conducting the interviews and workshops to assess Rigby's governance maturity stage at various levels, and when she left AON she had by then enabled her colleagues to manage the implementation of the assessment and redesign phase of the Governance Operating Model and of its structure. She suggested that they deliver the assessment, new model definition and change implementation by using soft skills, interviewing their employees to gather insight and involve them in the shaping of the future-state of the governance, and then communicating changes to the Group’ s stakeholders: that is, not by distributing emails to inform everyone, but by preparing the ground to get buy-in, by organising meetings with all the stakeholders affected by change, to hear their opinions about it and engage them in refining the shaping of the transformation to achieve a more mature governance model, collaborating in the implementation of the solution proposed by AON.