Should directors always carry the can?

By on February 27, 2014
directors

Boards now rely on an army of advisers but it’s still the directors who take the hit when things go wrong, argues Baroness Kingsmill.

 Recently, I spoke at a breakfast organised by the alumni association of IESE, the Barcelona based international business school where I sit on the advisory board.

Even at 7.30am there was an enthusiastic audience of about 35 people to hear me speak about the role of the non-executive director in the modern corporation.

After they kindly listened to me expound for some 30 minutes, I was inundated with probing questions. Those who were already directors wanted to share and comment on some of the practicalities, others had erudite, technical questions about governance and still others just wanted to know how best to join the ranks.

Even allowing for the bias of a business school audience, the curiosity about what goes on in the boardroom and the appetite for information were fascinating. What also struck me was that there was an underlying assumption that, just like any other profession, becoming a non-executive director involved specific knowledge and skills, which could be taught. Some had already supplemented their business school MBAs with courses on how to be an NED.

Coincidently, in my inbox that morning was an invitation to yet another corporate governance conference. Similar events seem to be held with increasing frequency, presumably to satisfy an insatiable desire to find the holy grail of ‘proportional governance in uncertain times’.

Over the years that I have been a NED, an industry of advisers, consultants and experts has grown up, while corporate governance has become a regular subject of public debate. The focus has shifted over the years from financial reporting and controls following major corporate scandals such as Polly Peck, BCCI and Robert Maxwell’s Mirror Group through to the function and accountability of boards, with the issue of executive remuneration always in the spotlight. Regulatory policy seems always to deal with each crisis just as it has passed.

As a non-executive director of international companies and with a number of committee roles, I am acutely aware of this scrutiny and the bear-traps that exist.

Dame Alison Carnwath recently spoke of having to defend in public, as chair of Barclays’ remuneration committee, a decision in relation to Bob Diamond’s pay that she had vociferously disagreed with behind closed doors and that ultimately cost her, her board seat.

Perhaps she should have stepped down as head of the committee in protest, but it is easy to be wise after the event. At the time, she had to weigh up board consensus and collegiality against her personal integrity and reputation.

As it turned out, it was the latter that suffered in the aftermath, while the bank’s CEO got his bonus and a scapegoat had to be found.

Increasingly, board decisions have to be buttressed by advice from consultants. It is not unusual for a board to take advice from the company’s external lawyer, accountant, broker and financial advisers even on a minor transaction, and when the directors themselves are distinguished members of these professions.

These days, no sensible remuneration committee member of a listed company should approve an executive pay package without advice from one of the big remuneration consultants on best practice and bench-marking in the design and implementation of the ever-more complex executive pay structures.

Headhunters have long been professional and independent replacements for the ‘chairman’s chums’ of yesteryear and provide advice on board composition and recruitment.

More and more international companies have ethics committees that will commission reports from experienced consultants, such as the Good Corporation, which undertake audits of the policies and practices of the firm and advise in relation to global compliance issues.

A newer breed of consultant is the board performance evaluator, who has taken over from the senior independent director and the chairman taking informal soundings from board members and others. Today, it is necessary for this to be carried out by an independent consultant. Having just undergone the gentle but insistent probing of Dr Tracy Long, probably the most experienced in the field, I think this is a helpful if expensive way to get an impartial view of board performance.

As shareholders become increasingly vigilant and assertive, and boards are required to be ever more professional, accountable and transparent in their decision-making, the role of consultants and advisers to the board can only expand.

But as I tried to make clear to the young alumni of IESE, the traditional qualities of the best non-executives can be acquired but not taught and they remain, in my view, clear judgement, courage and integrity.

There is also such a thing as boardroom manners, which are probably best described as listening constructively, and getting your voice heard and your point across without causing offence, except on the rare occasions when that is exactly what you have to do.

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