Corporate governance: Lord Davies' report on women on boards | Practical Law

Corporate governance: Lord Davies' report on women on boards | Practical Law

Lord Davies has published his report on "Women on Boards" and the FRC has announced that it will consult on the recommendations addressed to the FRC in Lord Davies' report. (free access.)

Corporate governance: Lord Davies' report on women on boards

Practical Law UK Legal Update 9-504-9252 (Approx. 5 pages)

Corporate governance: Lord Davies' report on women on boards

by PLC Corporate
Published on 24 Feb 2011United Kingdom
Lord Davies has published his report on "Women on Boards" and the FRC has announced that it will consult on the recommendations addressed to the FRC in Lord Davies' report. (free access.)

Speedread

On 24 February 2011, Lord Davies of Abersoch published his report on "Women on Boards", in which he rejected the introduction of statutory quotas as a means of improving female representation on boards. Instead, the report made a number of practical recommendations, including that:
  • FTSE 100 companies should aim for a minimum of 25% of female board representation by 2015.
  • FTSE 350 companies should set their own targets for female board representation by 2013 and 2015, and these targets should be announced within the next six months (by September 2011).
  • Quoted companies should disclose the proportion of women they have on their board, the number of women in senior executive positions in the company and the number of women employees in the organisation as a whole.
  • The FRC should amend the UK Corporate Governance Code to require listed companies to establish a policy on boardroom diversity, including measurable objectives for implementing the policy. A summary of the policy should be disclosed annually, together with details of the progress made in reaching the objectives.
  • Investors should pay close attention to the recommendations in the report when considering company reporting and appointments to the board.
  • Companies should periodically advertise non-executive board positions to encourage greater diversity in applications.
  • Headhunting firms should draw up a voluntary code of conduct addressing gender diversity in relation to board level appointments to FTSE 350 companies.
The government intends to hold in reserve the possibility of statutory quotas, in case the recommended "business-led approach" does not result in significant change.
Also on 24 February 2011, the FRC announced that it intends to consult on the recommendations made to the FRC in Lord Davies' report, and whether to make further changes to the UK Corporate Governance Code in response.
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Background

Section B of the UK Corporate Governance Code on effectiveness deals, among other things, with appointments to the board. Main Principle B.2 provides that there should be a formal, rigorous and transparent procedure for appointment of new directors. One of the supporting principles is that the search for board candidates should be conducted, and appointments made, on merit, against objective criteria and with due regard for the benefits of diversity on the board, including gender. This principle was introduced in June 2010 specifically to encourage diversity (for further information, see Practice note, UK Corporate Governance Code: effectiveness).
According to the 2010 Female FTSE Board Report conducted by Cranfield University, women accounted for only 12.5% of all directors in FTSE 100 companies, and 7.8% in FTSE 250 companies. The Cranfield University study also found that there were no women on the boards of 21% of FTSE 100 companies, down from 25% in 2009, and that 52.4% of FTSE 250 companies had no women on the board.
On 6 August 2010, the government announced that Lord Davies of Abersoch would develop a business strategy to increase the number of women on the boards of listed companies in the UK. The terms of reference for the Mervyn Davies' review were to consider options for promoting gender equality on the boards of listed companies (and in doing so, to consider the obstacles to women becoming directors of listed company boards), and to make proposals on what action should be taken to improve the position. The review was to involve interested parties including board members, executive search firms, investors and other interested parties in considering proposals for change.
BIS issued a call for evidence on 8 October 2010, seeking views across the business world, with the emphasis on finding solutions to break down barriers. The call for evidence closed on 30 November 2010.

The report

Lord Davies presents a number of practical recommendations in his report to address the poor representation of women on boards when compared to their male counterparts. He has rejected, however, the recommendation by some 11% of respondents that statutory quotas should be introduced, although these will be held in reserve by the government in the event that the recommended "business-led approach" does not result in significant change.
The report cites evidence that suggests that companies with a strong female representation at board level perform better than those that do not have such representation, and that gender diverse boards have a positive impact on performance.
Lord Davies' practical recommendations include the following:
  • All chairmen of FTSE 350 companies should set out the percentage of women that they aim to have on their boards in 2013 and 2015, and these targets should be announced within the next six months (by September 2011). FTSE 100 companies should aim for at least 25% female board representation by 2015, although Lord Davies expects that many will achieve a higher proportion.
  • All chief executives of FTSE 350 companies should review the percentage of women they aim to have on their executive committees in 2013 and 2015.
  • Annual disclosure requirements on quoted companies to disclose the proportion of women they have on their board, the number of women in senior executive positions in the company and the number of women employees in the organisation as a whole.
  • The FRC should amend the UK Corporate Governance Code to require listed companies to establish a policy on boardroom diversity, including measurable objectives for implementing the policy. A summary of the policy should be disclosed annually together with details of the progress made in reaching the objectives (see FRC to consult on getting more women into the boardroom below).
  • Companies should report on the matters set out in the bullet points above in their 2012 Corporate Governance Statement regardless of whether the underlying regulatory changes have been made. Chairmen will also be encouraged to sign a charter in support of the recommendations.
  • Chairmen should disclose meaningful information in the company's annual report on the company's appointment process and how it addresses diversity, including a description of the search and nominations process. This is in line with the provision contained in B2.4 of the UK Corporate Governance Code which provides that "a separate section of the annual report should describe the work of the nomination committee, including the process it has used in relation to board appointments".
  • Investors should pay close attention to the recommendations in the report when considering company reporting and appointments to the board.
  • Companies should periodically advertise non-executive board positions to encourage greater diversity in applications.
  • Headhunting (or executive search) firms should draw up a voluntary code of conduct addressing gender diversity which covers the relevant search criteria and processes in relation to board level appointments to FTSE 350 companies.
  • Two different populations of women who are well-qualified to be appointed to UK boards need to be recognised and developed; executives from within the corporate sector and women from outside the corporate mainstream. Although not a formal recommendation in the report, Lord Davies suggests that organisations consider board internships and encourage the take-up of non-executive directorships on non-competitor boards, including public sector boards.
Lord Davies decided not to recommend the advertising of all opportunities as the report acknowledges that this could be cumbersome and may add expense and additional procedures. Ultimately, the report concluded, such advertising would probably not make much difference to the outcome for women.
Annex A to the report looks at the various initiatives and actions being taken in other countries to address the issue of gender diversity in the boardroom, including information on certain countries that have introduced quotas, such as Norway and Spain.
The steering board (made up of experts from the business world and academia), which supported Lord Davies in his review, will meet every six months to consider progress against these recommendations and will report annually as to whether sufficient progress is being made.
The European Commission is also considering what measures might bring about greater gender diversity in the boardroom, and is expected to publish a Green Paper on boardroom diversity in 2011.

FRC to consult on getting more women into the boardroom

The FRC has announced that it intends to consult on the recommendations made to the FRC in Lord Davies' report, and whether to make further changes to the UK Corporate Governance Code to encourage companies to report on their policies concerning boardroom diversity.
The FRC confirms that it will consult on:
  • Whether changes to the Code are an appropriate means of achieving more diverse and more effective boards.
  • If so, what form should the changes take. The consultation paper will set out various options, including the recommendations for amendment made by Lord Davies.
  • The timetable for implementing any amendments to the Code.