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Shareholders fear weak Hampel report

The Government will come under severe pressure to toughen up rules on corporate governance if the Hampel report, due to be published tomorrow, pulls its punches on key aspects of companies' responsibilities to their shareholders.

One leading corporate governance consultancy says ministers would be duty-bound to take further steps if the Hampel Committee, the successor to the Cadbury and Greenbury committees, failed to propose specific new guidelines.

Its forthcoming report is expected to disappoint shareholder groups by taking a general approach to issues such as requiring institutions to declare voting policies, reviewing the role of non-executive directors and introducing a shareholder vote on directors' pay.

Anne Simpson, joint managing director of Pirc, the corporate governance consultancy, says the Government's decision is likely to depend on the reaction to the Hampel proposals.

"If Hampel gets a resounding round of applause and people feel it has taken on the major issues then the Government will feel it is not worth re-inventing the wheel. But if it doesn't, then it would be an abdication of responsibility if the Government did not come forward," she said.

The Government has already pledged to set up another committee of experts to consider corporate governance. But it is thought to favour self-regulation over new legislation.

Corporate governance specialists are concerned that the Hampel Committee seems ready to draw a line under the more specific proposals of the Cadbury and Greenbury committees and adopt a more general, flexible approach.

Some even expect a watering-down of some of the Cadbury principles and an easing of the burden on smaller and medium-sized companies.

Sir Ronnie Hampel, the ICI chairman who heads the committee, has already said he has no desire to produce "an earth-shattering report". Ms Simpson says: "I hope I am going to be pleasantly surprised."

Pirc wants City institutions to be required to publish their voting policies and for them to have a duty to vote.

It also wants pension fund trustees and individual fund members to have the right to ask institutions how they voted on particular issues. It is keen for small and medium-sized business to be included in all the proposals so that a "level playing field" exists.

The consultancy is particularly concerned about reports that the Hampel Committee will relax the regulatory burden on smaller companies.

Ms Simpson said: "The issue of corporate governance is more important for smaller companies . If they are growing rapidly they will benefit from the experience of non-executive directors."

Pirc is concerned that some medium-sized public companies do not have any non-executives.

In its submission to the Hampel Committee it argued that, with smaller quoted companies: "Investors are faced with relative illiquidity, a paucity of analyst and media attention and perhaps founder shareholders and directors which weights the Government's balance in favour of the internal players."

Some corporate governance specialists have argued that if the requirements on smaller companies are eased, then their market valuations could suffer as investors would perceive them to be a higher risk.

The Hampel Committee was set up last year as the successor body to the Cadbury Committee on corporate governance, which reported in 1992 and the Greenbury Committee, which was prompted by rows of executive pay, whose report was published in 1995.