SOME RAILWAY SPOILERS

The governance of the Great Hellbound Railway is, frankly speaking, a shambles. Directors are being voted on and off the board multiple times in a week, the dividend policy is extremely questionable and several board members regularly take bribes.

With this in mind, I decided to try and put together a board from the eligible directors which complies with the UK governance code, a set of principles maintained by the Financial Reporting Council, which aim to set out best practice for corporate governance.

The average board size in the UK is ten members, so including the chair (the player), we’re looking to add nine directors.

To begin with, there are a number of possible directors who are arguably unsuitable to be on a corporate board and so should be removed from consideration.

These are:

• The Gracious Widow (Literal criminal, the Financial Conduct Authority would have problems with her appointment and poses significant reputational risk, also susceptible to corruption of the board) *

• The Wry Functionary (Civil Servant, can’t attend meetings between 10am-6pm, also susceptible to corruption of the board)

• Sinning Jenny (Directors must be able to allocate sufficient time and Jenny already runs a business among other interests)

• The Drummer (Susceptible to corruption of the board, unlikely to comply with anti-bribery legislation)

• Virginia (Susceptible to corruption of the board, unlikely to comply with anti-bribery legislation)

• The Hell-Scarred Gondolier (Susceptible to corruption of the board, unlikely to comply with anti-bribery legislation)

• The Bishop of Saint Fiacres (Susceptible to corruption of the board, unlikely to comply with anti-bribery legislation)

Or first port of call for positive board members is worker representation. Under the Code, boards are supposed to ensure that they understand the views of key stakeholders in the company, including workers. For engagement with the workforce, three methods are proposed:

• a formal workforce advisory panel;
• a designated non-executive director;
• a director appointed from the workforce.

We can’t do an advisory panel, so either we must appoint a director from the workforce (Cornelius/Furnace Ancona) or designate another director to take on this role. The only other suitable directors to understand the point of view of our workforces are those who become more difficult to convince when the resolution you’re trying to pass in-game is against the interests of Labour (April, the Bishop of Southwark, the Wandering Gondolier).

We then move on to director independence. Under the Code at least half of directors excluding the chair should be independent in order to ensure “that no one individual or small group of individuals dominates the board’s decision making”. Under our ten-person board that means we need at minimum five independent directors.

The following directors can be considered non-independent for reasons set out in the Code:

• The Rubbery Yes-Man (literal Yes-Man)
• The Tentacled Entrepreneur (Shareholder, has a material business relationship with the company)
• The Wandering Gondolier (Employed by the player to gondole them, represents a material business relationship with the company)
• Furnace Ancona (Employee of the company within the last three years)
• Cornelius (Employee of the company within the last three years)

The Code considers a director to be non-independent if they have “significant links with other directors through involvement in other companies or bodies”. This means that picking more than one director from the following groups would mean they are no longer independent:

• The Dilmun Club: His Amused Lordship, the Implacable Detective, Feducci, the Bishop of Saint Fiacres
• The Church: The Bishop of Southwark, the Bishop of Saint Fiacres, the Delightful Reverend
• The Calendar Council: January, April, July, September, the Jovial Contrarian

As far as I can tell, the following directors are independent and so can be picked from a pool:

The Efficient Commissioner, Feducci, Virginia, The Dean of Xenotheology, The Viscountess, The Drummer, and the Dauntless Temperance Campaigner.

So, now we have assessed eligibility, who would actually make a good director?

Virginia and the Viscountess are both former mayors and so have leadership experience and community connections which makes them good candidates. Virginia and the Drummer are also devils, and so will be able to leverage existing relationships with a key stakeholder in the railway (Hell). This makes Virginia an excellent choice for addition as she falls in to two useful groups. While she is susceptible to corruption, this is a risk that can be mitigated by mandatory anti-bribery training so she should be allowed on the board on the balance of risks.

Having the Tentacled Entrepreneur on the board as a shareholder representative would also be beneficial.

September is the only Castellan of Balmoral who can be added to the board and as another key stakeholder it makes sense to have him represented. If our ambition was to Bag a Legend, we can also bring in April for her industry expertise. These two round out the non-independent directors as they are both members of the calendar council.

Our board so far is composed thus:

• Chair (player, independent)
• A worker representative (non-independent)
• The Tentacled Entrepreneur (non-independent)
• September (non-independent)
• April (non-independent)
• Virginia (independent)

Therefore, to fill out the rest of the board, we can pick from the pool of the Efficient Commissioner, the Dean of Xenotheology, The Viscountess, and the Dauntless Temperance Campaigner, or one member each of the Church or Dilmun Club.

This was fairly hastily done so please feel free to shout at me in the comments if I’ve missed some lore that makes someone a non-independent director or if you feel the Widow should be allowed to abuse her board position to do crime.