Another term surprised me in the FRC’s Review of Corporate Governance Reporting 2024:
“Although some good reporting was identified, there is still a significant amount of boilerplate reporting.”
Boilerplate reporting – a surprising accusation for the FRC to make against companies in the UK, and a surprising use of boilerplate.
Accountants are well aware that this boilerplate has nothing to do with the sheet of metal used in the construction of the shell of a boiler. The origin of the word is American. But we should not be surprised so see it being used by a UK government agency such as the FRC. After all, the Oxford English Dictionary cites the venerable Church Times using it on 20th June 2014:
“The claim that division is a ‘scandal’, on the other hand, is purest boilerplate, even if it looks much stronger.”
The FRC claim that boilerplate reporting occurs most frequently under Principle H of the UK Corporate Governance Code: ‘… there is still a significant amount of boilerplate reporting’, they say. Now, I guess you don’t know that Principle H is about over-boarding. The principle states without mentioning over-boarding that:
“Non-executive directors should have sufficient time to meet their board responsibilities.”
Over-boarding occurs when they don’t have ‘sufficient time’. Unfortunately the FRC do not give us any examples of boilerplate reporting for over-boarding or for anything else either. So I went in search of it. I found this without revealing the name of the company:
“Non-executive directors are expected to allocate sufficient time to discharge their responsibilities effectively, and to devote such time as is necessary to fulfil their role.”
This is a typical boilerplate statement trying not to fall into the boilerplate trap, and failing by adding a second phase to appear non-boilerplate. They also choose boilerplate words: sufficient, effectively and necessary and add boilerplate phrases with identical meanings: ‘expected to allocate’ and ‘devote such time as’. What’s more, this wording is so close to that found in Principle H itself that it tells us nothing more than Principle H.
We need a new expression similar to ‘out of the frying pan into the fire’. Out of the boilerplate into the sand, perhaps.