Participation is up nearly 40% in MM&K’s 2021 Life in the Boardroom Survey
September 8, 2021
The deadline for participating in this year’s Life in the Boardroom Survey, due to be published in November, has closed but interest in what happens in boardrooms, as seen through the eyes of Chairs and NEDs, shows no signs of waning. Participant numbers are up nearly 40%.
We should like to thank all Chairs and NEDs, who have taken the trouble to provide their data. Your participation is much appreciated. We should also like to thank our friends at Board Excellence, First Flight and Women on Boards for their help in promoting this year’s survey to so many Chairs and NEDs.
Life in the Boardroom is unique. Data is collected direct from individual NEDs, not from annual reports or indirectly from colleagues. In addition to information about the number of directorships held, fees and time commitments, the survey report contains interesting and valuable insights from individual Chairs and NEDs into their thoughts on boardroom policies and practice and the role of Chairs and NEDs in today’s boardrooms.
Survey responses are currently being collated and analysed. Our aim is to publish the 2021 report by the end of November. In the meantime, we have taken a preliminary look at some of the comments and insights received. Whilst there is further to go and more data to analyse, some interesting patterns are emerging about issues which are of most concern. Here is a preview:
Regulation and governance
The increased burden of regulation is seen as a growing problem, especially for SMEs but also for larger enterprises as it requires additional time which would otherwise be spent on the core business. Regulation and governance changes increase the personal liability of NEDs and have implications for the risk/reward premium, drawing comments like: “What is the motivation to be a NED?”
The role of proxy agents, whose reports are increasingly targeting AIM companies, are criticised for being staffed by people who are not sufficiently experienced to understand the nuances of specific situations and so become blunt, and less effective, instruments.
The corollary of greater levels of regulation and its impact on risk/reward is that NEDs feel the increased burden is not matched by increases in remuneration.
Particularly interesting are comments about share options and incentives. Some commentators compare the UK with the US, where equity participation by NEDs is common, and conclude that high calibre Chairs and NEDs in the UK are less likely to be attracted to the more restricted regime that applies in the UK. This is seen as a particular challenge for AIM.
Diversity and inclusion
Working from home in response to COVID is highlighted as a positive development by NEDs who are working mothers, but with a warning that a move back to the “old normal” model of office working might hinder the progress of boardroom diversity. Some females have found it difficult to get appointed as a NED without previous board experience, despite having held senior leadership roles in large companies. One commentator asks: “Is it really necessary to have FTSE100 experience to be a FTSE100 NED?”
These are just three preliminary examples of issues of concern to Chairs and NEDs. The survey report will include a fuller analysis. In the meantime, what can we learn from the above?
- If the result of more regulation is that NEDs are required to spend more time box-ticking, there is a risk that their motivation to become NEDs may dwindle and that the quality of Boards will diminish as a result. The quality requirements of the regulated must be matched by the quality of the regulators.
- Balancing risk and reward is important. It is, perhaps, time to reconsider remuneration structures for Chairs and NEDs. What is the greater risk; that board quality suffers because the numbers and quality of NEDs fall away or that Chairs and NEDs might be permitted to participate in a more flexible remuneration structure, which includes some equity based incentives?
- COVID has required businesses to adopt new working practices, including working from home, some of which have been beneficial. Diversity and inclusion are major issues for business. Care is needed to avoid inadvertently hindering the progress of D&I by reverting, without thinking through the implications, to pre-COVID practices.