FTSE chairs The origin of the species

2

Introduction

The role of the public company chair is well defined. The Financial Reporting Council’s Guidance on Board Effectiveness lists fifteen separate responsibilities of company chairs.

The UK Corporate Governance Code is equally prescriptive: chairs are responsible for the leadership of the board and ensuring its effectiveness on all aspects of the business.

Much less has been written about the common characteristics and experiences which have propelled chairs to the top job.

Russell Reynolds Associates set out to answer this question through an analysis of the backgrounds of FTSE 100 and FTSE 250 chairs.*

In seeking to better understand the qualities which exceptional chairs share, we explored five broad themes which help to shed light on where chairs come from and what the chair of the future might look like:

*Hereafter described as FTSE chairs.

Executive background What are the most common functional and sector backgrounds from which chairs derive? How important is previous chair experience?

Diversity Is the demographic landscape of chairs changing in terms of gender and nationality?

Company alignment How important is in-sector executive experience for chairs? What factors might impact the need for in-sector executive experience?

Tenure What proportion of chairs have served in post for more than nine years? How many years have chairs served in the role on average?

Appointment process What proportions of chairs

have been internal and external appointments? How many chairs

have previously been chair of a board committee?

3

Executive summary

FTSE chairs are tasked with contributing to industry specific questions and challenges, but in-sector executive experience is not an essential requirement for the job – almost half do not have executive experience in the same sector as their board.

Companies with larger market capitalisations have a greater proportion of chairs with in-sector executive experience leading their board.

Business leadership is the most popular functional background from which FTSE chairs derive, with over one third having previously served as a public company CEO, followed by financial leadership, with former public company CFOs accounting for nearly one fifth of FTSE chairs.

Since 2015 there has been a significant increase in the number of FTSE chair appointments who have had executive experience in banking. Although the majority of these individuals chair the boards of financial services companies, nearly one third chair industrial and natural resources businesses.

Individuals who have had executive experience in financial services account for over two fifths of FTSE chairs, while nearly one third of FTSE chairs have had executive experience in professional services.

A majority of FTSE chairs have previous chair experience upon appointment to the role. The number of FTSE chairs with previous chair experience increases for those who have been appointed externally.

Nearly one third of FTSE chairs appointed since 2015 have been non-UK nationals, with American nationals representing more than two fifths of these appointments.

The number of female non-executive directors has doubled since 2010, and women now represent nearly one third of all independent directors in the FTSE 100 and FTSE 250. Progress has also been made on the number of female FTSE chairs who have been appointed since 2010, albeit from a low base. Three quarters of current female chairs have been appointed internally, with the majority chairing financial services companies.

Over one in ten FTSE chairs have served in the role for more than nine years, the point at which NEDs are considered non-independent by the UK Corporate Governance Code.

Nearly two fifths of FTSE chairs were appointed internally, with over a third of these appointments coming through the senior independent director role, and over one fifth having served as audit chair. Internal successors have served on average 6.6 years as an independent director before their promotion to chair.

EXECUTIVE SECTOR AND FUNCTIONAL EXPERIENCE OF FTSE CHAIRSPublic company CEO and CFO experience is the most common functional experience found in FTSE chairs, emphasising the need for strong leadership credentials in the boardroom. There is high demand for individuals who have had executive experience in financial services, with nearly half of FTSE chairs having had experience in this sector.

41%Public CEO

18%Public CFO

42%Financial services

31%Professional

services

RISE OF THE BANKER CHAIRSBanking industry experience is the most common subsector of FTSE chairs with financial services sector experience, with demand for banking industry experience rising steadily since 2010.

Current FTSE chairs: percentage with executive experience in banking

Appointed before 2010

Appointed since 2015

10%

34%

+24%

4

Executive background

WHERE ARE EX-BANKERS GOING? Although the majority of FTSE chairs with banking experience go on to chair the boards of financial services companies, there is strong demand from industrial and consumer businesses for banking experience in the boardroom.

HOW IMPORTANT IS PREVIOUS CHAIR EXPERIENCE?Almost three quarters of FTSE companies are chaired by an individual who has previous chair experience; previous chair experience is even more prominent among chairs who have been appointed externally.

29%

14%

4%

Industrial and Natural Resources

Consumer

Healthcare

Financial Services

53%

67% 77%

33%23%

FTSE Chairs – Previous Chair Experience

FTSE Chairs External Appointments – Previous Chair Experience

Proven Chair First-Time Chair

5

Life Sciences Chairs Banking Chairs Oil & Gas Chairs

In Sector Out of Sector

67%

20%

75%

33%

80%

25%

6

Boards are tasked with ensuring they have sufficient understanding and depth of sector expertise among their NEDs so that they can appropriately challenge and support the executive team, but in-sector executive experience is not an essential requirement for chairmanship.

In-sector executive experience is not an essential ingredient for chairs of life sciences or oil and gas businesses, but is strongly represented among chairs of FTSE banks.

HOW IMPORTANT IS IN-SECTOR EXECUTIVE EXPERIENCE FOR FTSE CHAIRS?

SECTOR FOCUS: LIFE SCIENCES, BANKING & OIL AND GAS

Company alignment

Almost half of the FTSE 350 chairs don’t have executive experience in the same sector as their board48%

Executive experience of the current FTSE 350 chairs Percentage with in-sector experience by size of company

Companies with a higher market cap were more likely to have a chair with sector expertise on the board.

Bottom quartile by market cap

Top quartile by market cap

37%

56%

+19%

7

Diversity

GENDER DIVERSITYSpurred on by the 2011 Davies Review, FTSE companies have made significant progress in the number of female NEDs being appointed to their boards, with women now representing nearly a third of all FTSE NEDs, up from 12.5% when the Davies Review was first launched. This success has yet to translate through to the number of women chairing FTSE boards.

Recent progress in female chair appointments

Recent appointments since 2015 have been more gender diverse than in the past.

Promoted from the boardFemale chairs are more likely to be appointed internally than externally.

Percentage of current FTSE chairs who are women

Appointment route for current FTSE chairs

96%

Appointed before 2010

Appointed since 2015

1% (1)

6% (6) 38%62%

67%33%

External

Internal

Current FTSE chairs

4%

Current FTSE NEDs

73%

27%

International diversity ɳ There has been a trend towards appointing non-UK nationals in recent years. Since 2015, almost a third of the

newly appointed chairs have been international.

Female chairs have significantly less public CEO and public CFO experience than their male counterparts.

What non-UK nationalities do the FTSEchairs appointed since 2015 hold?

Percentage of current FTSE chairs appointed since 2015 who hold a non-UK nationality

Executive experience of the current FTSE 350 chairs, by gender

LESS LIKELY TO BE CFOs & CEOs

Public CEO Public CFO

42% 7% 19% 0%

American

Irish

Dutch

German

South African

Other Nationalities17%

8%

17%

42%

8%

8%

Chairs appointed since 2015

29%

Non-UK nationals are most likely to be chairs of smaller companies’ boards.

20%33% vs.

8

In the bottom quartile of the FTSE 350, 33% of chairs were non-UK nationals

In the FTSE 350 as a whole, 20% of chairs were non-UK nationals

9

Tenure

CHAIR TENURE: UNRESTRICTED BY TERM LIMITS ɳ The UK Corporate Governance Code recommends that FTSE chairs are required to be considered

independent on appointment, but are not subject to the same independence criteria set out for board directors thereafter. The nine year point at which NEDs are considered to be non-independent does not apply, meaning there is no formal guidance or restrictions on how long chairs can or should serve.

SYNCHRONICITY ɳ Effective succession planning for the chair and CEO helps to improve a balanced and timely transfer of

authority for both roles.

Over one in ten FTSE chairs have been in the role for more than nine years12%

Chairs’ average tenure

Internal chair successors’ average board tenure pre- chair appointment

6.6 years

4.2 years

On over 10% of FTSE boards, the chair and CEO left within nine months of each other

Appointment of the current FTSE 350 chairs

External

Prior role on the board for internal appointments

20%20%

36%

44%

Committee membership of internal chair candidatesPercentage of internal candidates

61%

Internal

39%

10

The SID’s role in managing chair succession is well established, but what happens if the SID emerges as a contender for chair succession? Over one third of internal appointments progress to chair through the SID route, yet the UK Corporate Governance Code is silent on best practice in the event that the SID becomes a succession candidate. A succession process involving the SID requires additional governance and administration support from the Nomination Committee to ensure an independent process and that there are no conflicts of interest.

INTERNAL APPOINTMENTS: A COMMON ROUTE TO CHAIR, ESPECIALLY IF YOU’RE THE SID

Committee membership allows NEDs to develop a deeper understanding of certain board issues and to form closer working relationships with other board members at the additional committee meetings.

The increasing importance of this Audit Committee in terms of risk management and the Nomination Committee in terms of governance has likely made these committees strong training grounds for well-rounded internal chair successors.

BOARD COMMITTEES: FERTILE TRAINING GROUNDS FOR CHAIRS

Appointment process

NED onlyNED only

Executive role e.g., CEO or executive chair

Audit

Nomination

23%

58%

18%

63%

Committee chairCommittee membership

SID

What’s next for chairs?

The preceding insights tell a clear story about today’s chairs and the skills and experiences which have propelled them to the top job. Looking ahead, we believe that chairs will display certain traits even more strongly:

Chairs will increasingly apply their corporate and board experience across sectors, bringing to bear insights which otherwise might be lacking from those who have experienced only one industry sector.

Economic challenges in the UK and Europe will see increasing demand for chairs with strong financial expertise, particularly those who offer banking and financial services industry experience.

The number of non-UK nationals, ethnically diverse and female chairs will continue to rise as boards look to widen the pool of talent available to them, broaden the executive pipeline and embrace diversity in its fullest sense.

As boards move to further professionalise the chair succession process, demand for formal guidance on the optimum tenure for chair will increase, with long tenured chairs under greater scrutiny from investors.

As boards continue to look internally for potential chair successors, a premium will be placed on those who offer board committee chair experience, particularly those who have chaired the audit committee.

Out of sector experience

Financial expertise

Diversity Tenure Committee chair experience

11

GLOBAL OFFICES

Americas

ɳ Atlanta ɳ Boston ɳ Buenos Aires ɳ Calgary ɳ Chicago ɳ Dallas ɳ Houston ɳ Los Angeles ɳ Mexico City ɳ Miami

ɳ Minneapolis/St. Paul

ɳ Montréal ɳ New York ɳ Palo Alto ɳ San Francisco ɳ São Paulo ɳ Stamford ɳ Toronto ɳ Washington, D.C.

EMEA

ɳ Amsterdam ɳ Barcelona ɳ Brussels ɳ Copenhagen ɳ Dubai ɳ Frankfurt ɳ Hamburg ɳ Helsinki ɳ Istanbul ɳ London

ɳ Madrid ɳ Milan ɳ Munich ɳ Oslo ɳ Paris ɳ Stockholm ɳ Warsaw ɳ Zürich

Asia/Pacific

ɳ Beijing ɳ Hong Kong ɳ Melbourne ɳ Mumbai ɳ New Delhi ɳ Seoul ɳ Shanghai ɳ Singapore ɳ Sydney ɳ Tokyo

Russell Reynolds Associates is a global leader in assessment, recruitment and succession planning for boards of directors, chief executive officers and key roles within the C-suite. With more than 370 consultants in 47 offices around the world, we work closely with public, private and nonprofit organizations across all industries and regions. We help our clients build teams of transformational leaders who can meet today’s challenges and anticipate the digital, economic, environmental and political trends that are reshaping the global business environment. Find out more at www.russellreynolds.com. Follow us on Twitter: @RRAonLeadership

12

London office Almack House 28 King Street London SW1Y 6QW United Kingdom Tel: +44-20-7839-7788

RussellReynolds.com