Report: Q3 Board Appointments 2020

An analysis of the FTSE 100 & FTSE 250 Executive and Non-Executive Board appointments in Q3 2020

Access the report here.

INTRODUCTION

I am pleased to present our analysis of the appointments to the FTSE 100 and FTSE 250 boards in the third quarter of 2020. As usual, we report the appointments of executive and non-executive directors to the boards of these companies, identify the trends and we name individuals concerned.

Just as this report was being finalised, we hosted a webinar to discuss “Boardroom Gender Diversity – Unfinished Business”. Moderated by the author, our panellists were Denise Wilson OBE, CEO of the Hampton Alexander Committee, Sir Andrew Mackenzie, recently retired CEO of BHP Plc and now Non-Executive Director at Royal Dutch Shell, and Ruth Cairnie, Chair of Babcock International and SID at Associated British Foods. We were joined by 100 FTSE chairs, CEOs and senior directors from the UK, Europe and North America for a challenging and engaging discussion. We will be publishing a summary of this shortly.

Moving on to the Q3 appointments, our analysis again shows interesting trends. In our report for the full 2019 year, we showed the dramatic fall off in executive director appointments, essentially CEOs and CFOs, as the Brexit debate and parliamentary debacle intensified through that year. In all of 2019, there were only 69 executive director appointments at the FTSE 350 companies, compared to 119 in 2018. Looking now at the 2020 year-to-date appointments, we can see the turnaround with 73 executive director appointments already in the first 9 months.

Clearly, there has been a catch up and a quick extrapolation of these numbers shows that we will see around 100 executive director appointments to the FTSE 350 companies this year. This is still well short of the 2018 numbers, and we have not yet seen the impact of the Covid-19 lockdown. Given the lead time for very senior appointments, and being aware first hand that many search assignments were immediately put “on hold” when the first lockdown was introduced, we expect to see the impact materialise in Q4 and Q1 2021, perhaps later. On a positive note, we are seeing a trend of increasing numbers of women appointed to the executive director roles. But the numbers are still very low. More detail on this, and all the executive director appointments, later.

Significantly, 13% of the board appointments (11 NEDs and 1 ED) are Black, Asian, Minority Ethnic (BAME). The BAME representation in the UK population is 14% (as per the Parker Report into Ethnic Diversity on UK Boards) and there is still a long way to go before we see 14% of all the board positions in the big UK companies held by BAME men and women. And, like gender diversity, we shouldn’t let the heavy weighting of BAME appointments to the non-executive director roles distract attention from the relative scarcity of BAME executive director appointments.

In our Q2 report, we highlighted the extent to which boards of the top companies have allowed the Remuneration Report to dominate their Annual Reports, as if the pay of the (generally) top two individuals in their organisations is by far the most compelling of all of the issues they have faced during the previous year! We based that finding on our analysis of the annual reports in the top ten companies in each of the FTSE 100 and FTSE 250, which showed that, in many cases, the Remuneration Report occupied well over 50% of the entire Corporate Governance Report. Risk, on the other hand, attracted relatively little attention. We extended the study further into the ranks of the FTSE 100 and FTSE 250 companies to validate these findings and can confirm our initial finding that the Remuneration Reports of the biggest listed companies occupy, on average, 45% of the Corporate Governance reports. That alone should be cause for concern, but it is the sheer complexity of these reports that should be questioned.

Also how these complex remuneration policies work in exceptional circumstances, such as the pandemic we are now going through, will challenge many Remuneration Committees.

The Covid-19 pandemic has driven economic activity to multi-year lows in many areas. The consequential fall in share prices for many companies means that all those long term incentive plans heavily weighted to share price performance or total shareholder return may underperform for their beneficiaries. And, correspondingly, they will outperform for companies in those sectors that are unwittingly net beneficiaries of the pandemic. Also, short term cash bonuses are at risk when the outturn is adversely impacted by uncontrollable factors.

The paradox is this: in a serious market downturn caused by external factors, companies and their shareholders (and really all stakeholders) need the very best performance from their CEO and executive team to mitigate the damage and those individuals need to be motivated accordingly. But, if shareholders are suffering and employees are furloughed or redundant, can the board be seen to be awarding bonuses to management for their outstanding performance in uniquely trying circumstances? Of course, for those executive teams running companies in the sectors that benefited from the pandemic lockdowns, factors beyond their control might generate a windfall. Does the board, through the Remuneration Committee, tweak the remuneration policy to cushion the impact of the pandemic?

We took a “market pulse” through informal interviews with a number of FTSE 350 Remuneration Committee chairs and HR directors to understand how they were responding. While there was near universal concern about the effect of no, or low variable compensation and damage to LTIP valuations on the retention of high calibre, high performing executives, there was also serious sensitivities around adjusting remuneration policies to address this. One chair suggested the coming AGM season will be very difficult for Remuneration Committees and that it will be a “very brave” decision to adjust established polices to counter the impact of the pandemic – up or down. The challenge is how to motivate and retain top management while balancing investor and public expectations.

And, finally, let me introduce Fiona Motley and Tim Shaw, who have now joined the Savannah Board Practice. We share short bios of Tim and Fiona at the end this report.

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As with all of our reports, we are using BoardEx as our primary source. We edit the raw data to exclude, for example, internal promotions such as NED to SID or to Chair and non-independent shareholder employee appointments. We prepare these reports as a contribution to the debate on corporate governance and we are always happy to engage on the subject matter. I hope you find this report interesting and relevant.

Damian J Walsh FCA
Head of Board & CEO Practice

Q3 2020

SUMMARY

There were 110 appointments to the boards of the FTSE 350 companies, comprising 26 executive directors and 84 non-executive directors. Four (15%) of the executive director appointments were female, while 43 (51%) of the non-executive director appointments were female. Continuing the upward trend from our Q1 and Q2 reports, 12 (11%) of these appointments are Black, Asian or Minority Ethnic (BAME).

NON-EXECUTIVE DIRECTORS

Breaking the above numbers down further, the FTSE 100 companies appointed 30 non-executive directors including 14 (47%) women. The FTSE 250 companies made 54 non-executive director appointments, of which 29 (54%) were women. Included in these numbers is Belinda Richards, who joined the board of FTSE 250 Jupiter Fund Management on 1 September and left the board on 30 September.

— AND A WORD ON FEMALE CHAIR APPOINTMENTS

Included in these numbers are six new chair or chair designate appointments, all men. Geoff Drabble and Ian Meakins were appointed to FTSE 100 companies DS Smith and Compass Group, respectively, while in the FTSE 250, John HastingsBass was appointed chair of Just Group, Rob Neal as chair of Hammerson, Iain Ferguson as chair designate at Genus and Jon Mendelsohn as chair designate at 888 Holdings.

This, however, hugely understates the appointment of women to chair roles in the FTSE 350. In Q3 there were, in fact, five women promoted to the chair roles (one FTSE 100) in companies where they were already on the board so not “new board appointments” for the purposes of this report. Those promotions include Gill Rider who has been appointed chair of FTSE 100 Pennon Group Plc. She succeeds Sir John Parker who, relevantly, sat on the Government-backed Davies Committee, which reported in 2011 on gender diversity on UK boards (and still leads the Parker Review into ethnic diversity on boards).

Gill Rider’s appointment as chair of Pennon Group was complemented by Sue Davy’s appointment as CEO, both effective 31 July 2020. This made Pennon Group one of only two FTSE 100 companies with both chair and CEO roles held by women. The other is Seven Trent, which boasts Christine Hodgson as Chair (that appointment was noted in our Q2 report) and Liv Garfield who has been CEO since 2014. Fans of the Netflix series The Crown will be immediately reminded of the other all-female chair/ CEO combination of Queen Elizabeth and Margaret Thatcher. That combination lasted 11 years and matching that will be quite a feat for either of the above combinations.

Readers won’t be surprised that 86 of the FTSE 100 companies have men occupying both roles.

Amongst the FTSE 250 companies, Danuta Gray was appointed to chair Direct Line Insurance, Sarah Whitney to chair BBGI, Anja Balfour to chair BMO Global Smaller Companies and Dame Inga Beale to chair Mediclinic International. All were promoted from their existing board roles at those companies and therefore are not recorded as new board appointments in Q3.

And if we look at all chair appointments – whether directly into those roles or from internal promotions – women took 29% of those positions in Q3 and 26% of all of the chair appointments this year. Given that women currently hold only 10% of the FTSE 350 chairs, this is notable progression.

EXECUTIVE DIRECTORS

In Q3, the FTSE 100 appointed 13 executive directors, up from only eight in Q2. The appointments included three (23%) women, Anne-Francois who was appointed CFO at Smith & Nephew, Milena de Focatis was appointed CEO Designate and Admiral Group and Alison Dolan, CFO at Rightmove. Not included in these numbers are two women who were already on the boards of their respective companies. Susan Davy, who was promoted to CEO to succeed Chris Loughlin at Pennon Group, and Amanda Blanc, who was appointed Group CEO at AVIVA Plc.

The FTSE 250 companies also appointed 13 executive directors, only one of whom is female – Trish Houston, COO at Law Debenture Corp.

As we said in our last report, given the long lead time for executive director appointments, we were not really expecting to see much of a coronavirus inspired downward trend in Q3 but in fact after the delays caused by the Brexit uncertainties through 2019, there have already been more executive director appointments in the first nine months of 2020 than we saw in all of 2019. This catch-up, plus the timeline in making senior executive appointments has clearly counter-balanced the impact of the pandemic so far in 2020. It will be interesting to see the Q4 numbers as we do expect them to reflect the slower lockdown months.

Only 15% of the executive director appointments across the FTSE 350 boards in Q3 were women, down from 18% in Q2 and 26% in Q1. Year to date, women have taken 19% of the appointments in 2020, the same percentage as we recorded for 2019. We will be looking for a trend reversal in Q4 and hopefully report a year-on-year increase. Just for added clarity, by our calculations (per BoardEx), less than 5% of the executive chairs and CEOs and, only slightly more encouraging, 16% of the CFOs of the FTSE 350 companies are women. Given that the world’s population is more or less 50% men and 50% women, if we can’t get corporate gender balance right, there is little hope for the broader diversity challenge.

BLACK, ASIAN & MINORITY ETHNIC APPOINTMENTS

Of the 110 board appointments in Q3, 12 (11%) are BAME. The Government’s target was to have the boards of the major UK companies reflect the UK population mix. As only 14% of the population is BAME, the Q3 numbers seem to show some progress. However, as with gender, the majority of these appointments are to the ranks of non-executive directors with only one of the 26 executive director appointments being BAME.

Access the report here.

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