Legal Landscapes: Tom Rose, Macfarlanes

Tom Rose

Partner, Macfarlanes


Tom Rose of Macfarlanes, contributing editor of our Corporate Governance Guide and contributor to our UK Corporate Governance Chapter, examines the current state of corporate governance in the UK, emphasising the importance of consistency and transparency. In addition, he provides critical advice for general counsel with regards to policy awareness and adaptability to change. Despite the threats of IT security and misinformation, he sees opportunities in transparency and technology. For a more detailed overview of the video, please see the summary below, or watch the full video here.



Key Takeaways from Video

Current Legal Landscape:
  • The UK has driven towards transparency in business operations, environmental impact, workforce details, profitability, and beneficial ownership, now mandatory for all companies.
Advice for General Counsels:
  • Internal Policies: Ensure all employees understand and follow internal policies, especially on social media, confidentiality, and disclosures.
  • External Disclosures: Stay informed about mandatory and beneficial external disclosures to maintain competitiveness and accurate representation.
  • Adaptability: Be prepared for ongoing changes, particularly in transparency requirements.
Threats to Corporate Governance:
  • IT Security: Increased reliance on IT infrastructure heightens cyberattack risks, necessitating robust IT policies and preparedness.
  • Fake News: Misinformation on social media demands a strong governance framework to manage adverse publicity.
  • Employee Wellbeing: Prioritizing physical and mental wellbeing of employees is crucial.
Opportunities in Corporate Governance:
  • Transparency Rules: Leverage these rules to shape public perception positively.
  • Work Patterns: Develop effective home versus office work strategies post-pandemic.
  • Technology Utilization: Embrace technologies like generative AI to enhance governance practices.
Technological Advancements:
  • Internet and Social Media: Use real-time information sharing and confidentiality policies to strengthen governance.
  • Remote Work Tech: Optimize home and office work balance.
  • AI and Legal Tech: Familiarity with legal tech is essential for competitiveness.

Full transcript

What is the current legal landscape for corporate governance in the UK?

I think the main thing that the UK has driven towards, in particular in recent years is transparency. So how organizations do business, where do they do business, what is the impact to their operations on the environment. For example, who works there and how much those people who do work there are paid.

How much money does the company make? And then importantly, recently, the transparency around beneficial ownership. So who really owns the company?

I think in the past those things have been reserved for listed companies. Nowadays that’s for all companies. So transparency is key.

What are three essential pieces of advice for General Counsels working in corporate governance?

Caveating with, we’d never tell the general counsel how to run their own business.

I’d start with ensuring awareness of key internal policies. So is everyone in the organisation aware of what the group’s internal policies are? Because a lot of the time problems arise when people aren’t aware there’s a policy or aren’t aware that what they’re doing breaches it. Whether that’s social media, confidential information, relationship disclosure policies, you know, awareness of internal policies. That’s key.

Awareness of what external disclosures the company needs to make and what external disclosures maybe aren’t mandatory, but might be useful for the business to be making, whether that’s because other competitors are making those disclosures or because it tells more of the story about how you’d like your business to be seen.

And then thirdly, be ready for changes. A lot of the changes that we’ve seen in recent years have been driven towards transparency. And I think given this is a constantly evolving area, that’s a key priority for general counsels.

What are the greatest threats to corporate governance in the next 12 months?

I think the greatest threats to any business’ corporate governance are probably IT security. So with almost any business, wherever they are in the world being entirely reliant nowadays on their IT infrastructure, the risks of an external attack are ever increasing and the consequences of an attack increasingly severe.

So again, it comes back to ensuring that everyone knows what your IT policies are and being prepared in case you are under an attack.

Fake news. So the wide dissemination of information across social media platforms, whether that is with or without AI assistance in generating that adverse publicity, knowing how you react to that and having a good governance framework in place for responding to anything like that that’s on the internet, that’s obviously key. The threat is real.

And people management. So a lot of businesses have hardworking people and ensuring that physical and mental wellbeing is prioritised is a key corporate governance priority.

What are the greatest opportunities in corporate governance in the next 12 months?

I think probably the biggest opportunity is in trying to use the enhanced transparency rules that have come into existence to try and ensure the public perception of the business reflects how the business wants to be seen. So using the increased reporting requirements to actually help the business rather than fighting against them.

Secondly, they’re settling into a pattern of home versus office working that works for the business. And it’ll be different for every business, whether, you know, confidentiality is the most important thing within that business or whether they’re are different priorities that you need to think about. I think settling into a full post pandemic pattern now that we’re a few years on, that’s going to be key and that’s a good opportunity.

And then third, continuing to increase the use of technology, whether that’s generative AI or indeed an existing technology with a more specific use case. That’s a real opportunity for corporate governance into the next 12 months.

What technological advancements are reshaping corporate governance, and how can General Counsels leverage them?

First, there’s the internet and social media. It’s not just general point, but the 24 hour news cycle, instantaneous sharing of information online, companies needing to have employee confidentiality policies – all of that is very important for the company’s corporate governance policies. And being clear with employees about how that all fits together. Leveraging that will put your business in a much stronger position.

Secondly, and relatively with the people focus is settling into a pattern of home versus office working and using the technological advancements that have enabled home working to the business’s best advantage.

And then finally is AI and other tech advances. So it’s by no means corporate governance specific, but because it’s such a wide ranging  subject matter, itis of relevance to every business. And I think it’s unlikely that AI is going to replace lawyers, but soon lawyers that can’t use legal tech will probably be replaced by those that can.