‘The Evolution of the Board’ 16 October 2014
#30pcevolution
@30percentclub
www.30percentclub.org
Agenda
The UK’s voluntary, business-led approach towards creating better gender balanced corporate boards has been influenced by the belief that this will help create more effective boards. Since the launch of the 30% Club in November 2010 and the publication of the Davies Report in February 2011, multiple efforts on the part of many organisations have resulted in real change in both board composition and the board review process. This short, intensive seminar will bring together a number of contributors to review the collective impact – and consider what more needs to be done. We will hear from key FTSE-100 and FTSE-250 Chairmen, who will share their views about what makes for an effective Board today and how the NED appointment process has developed, in conversation with leading board recruitment specialists. Leading investors will explain how their engagement with companies on the topic has evolved – with a particular focus on succession planning. We will also hear from the specialist board effectiveness review industry and from consultants working to help boards make further improvements. There is of course considerable momentum towards achieving our 2015 goals for more women on boards. This seminar is aimed at building this momentum, with the emphasis being on the need for an ongoing joined-up and iterative approach towards not just more women but greater cognitive diversity in the Boardroom.
‘The Evolution of the Board’ 16 October 2014
8.30am
Welcome and overview of the morning
8.35am
Davies Report – where are we now
8.45am
The external environment and impact on Boards
Helena Morrissey CBE, CEO, Newton and Founder 30% Club
Denise White, CEO, Davies Committee
Conversation between: Allan E Cook CBE, Chairman of WS Atkins and Orna NiChionna, Senior Independent Director and Chair of the Remuneration Committee at Royal Mail plc Moderator – Michael Reyner, Managing Partner, MWM Consulting
9.05am Chairs’ perspectives on Board composition Conversation between: Robert Swannell, Chairman of Marks & Spencer and Alan Thomson, Chairman of Bodycote Moderator – Julia Budd, Partner, The Zygos Partnership 9.30am
Board reviewer’s perspective
9.50am
Investors’ perspectives
10.15am
I f you could rip up the corporate governance rulebook, what would you change?
10.30am
Next steps
Dr Tracy Long, Founder, Boardroom Review
Panellists: Sacha Sadan, Director of Corporate Governance; Chris Hodge, Executive Director of Strategy FRC; Dean Paatsch, Director of Ownership Matters Moderator – Emma Howard Boyd, Leader, 30% Club Investor Group
Jennifer Sundberg, Director, Board Intelligence
Helena Morrissey 10.40am
Close and coffee
Please note that this is an on the record event and views expressed are not necessarily representative of all 30% Club members.
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Speakers
‘The Evolution of the Board’ 16 October 2014
Helena Morrissey CBE FSIP
Denise Wilson
CEO, Newton and Founder 30% Club Helena joined Newton in 1994 as a fixed income fund manager and was appointed CEO in 2001. Newton manages more than £50bn for pension funds, charities and through funds available to individual investors. In 2010, Helena founded the 30% Club, a cross-business initiative aimed at achieving 30% women on UK corporate boards by 2015 through voluntary, business-led change. This has now become an international approach, with 30% Clubs in the US, Hong Kong, Ireland and Southern Africa. She also chairs Opportunity Now, Business in the Community’s gender diversity campaign. In June 2014 Helena was appointed Chair of the Investment Management Association, the UK’s industry trade body whose members manage £5trn. In both 2013 and 2014, Helena was voted one of the 50 most influential people in finance by Bloomberg Markets Magazine. She is a Fellow of the Society of Investment Professionals, a Fellow of the London Business School and was appointed CBE in the 2012 New Year’s Honours list.
Denise is CEO of the Davies Review for Women on Boards in the UK, which led the UK’s business focused, voluntary framework for increasing the number of women on FTSE 350 Boards. She is also Chair of the Royal Academy of Arts Friends Board, as well as a non-executive director on the board of Ecclesiastical Insurance Group and Chair of their Remuneration Committee. She is also a Trustee of All Churches Trust and Mentor to senior women and executives in the corporate and charitable sectors. Denise spent much of her 30 year corporate career in the Oil and Gas industry, holding senior executive roles at National Grid plc, BG Group and British Gas plc. She began her career in the Insurance sector, having graduated in Modern Languages and is FCII qualified. She is a fluent Spanish speaker, passionate about the Arts, the outdoors and development of women and young people. She lives with her husband and teenage sons in Henley on Thames and the Lake District.
A Cambridge philosophy graduate, she began her career as a global bond analyst with Schroders in New York. Helena is married with nine children.
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‘The Evolution of the Board’ 16 October 2014
Allan E Cook CBE Allan Cook was appointed a non-executive director of WS Atkins in September 2009, taking up the post of Chairman on 1 February 2010. He is a chartered engineer with more than 30 years’ international experience in the automotive, aerospace and defence industries.
Orna NiChionna
He was Chief Executive of Cobham PLC until the end of December 2009. Prior to this he held senior roles at GEC-Marconi, BAE Systems and Hughes Aircraft. He is Chairman of FINMECCANICA UK Ltd, Chairman of Selex ES, Deputy Chairman of Marshall of Cambridge (Holdings) Limited and a member of the operating executive board of J.F. Lehman & Company. He is Chairman of the Skills & Jobs Retention Group, Chairman of the Sector Skills Council for Science, Engineering and Manufacturing Technologies (SEMTA). He is also lead non-executive member of the Departmental Board for the Department for Business, Innovation & Skills, and was Chairman of UK Trade & Investment’s Advanced Engineering Sector Advisory Board until October 2013.
Orna is Senior Independent Director and Chair of the Remuneration Committee at Royal Mail plc and is a non-executive director at Saga plc. She has been the SID at Bupa, Northern Foods plc and HMV plc and Chair of the Remuneration Committee at Northern Foods plc and HMV plc; and was also on the board of Bank of Ireland UK and Bristol & West. She chairs the Client Board at consulting firm Eden McCallum.
He was past president of the Aerospace and Defence Industries Association of Europe (ASD) and past president of the Society of British Aerospace and Defence Companies (SBAC). He was awarded a CBE in the Queen’s New Year’s Honours list in 2008, is a fellow of the Royal Academy of Engineering. He chairs the Academy’s employer-focused Diversity Leadership Group, part of the BIS STEM Diversity Programme, and in September 2014 was elected by the Academy’s Fellowship to the Trustee Board for a term of three years.
She studied Electronic Engineering in Ireland and has an MBA from Harvard Business School.
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She is currently a Trustee of the National Trust, the Soane Museum and the Soil Association and chairs the Business Advisory Council at Said Business School (Oxford). She was the first woman to be elected Partner in McKinsey’s London office, where she spent a total of 18 years.
Robert Swannell Robert Swannell was appointed a non-executive director of Marks & Spencer in October 2010 and became Chairman in January 2011. Until 2010, Robert spent over 30 years in investment banking with Schroders/Citigroup. He was formerly Vice-Chairman of Citi Europe and Chairman of Citi’s European Investment Bank.
Michael Reyner Michael joined MWM Consulting in 2007 as a Partner and became Managing Partner in 2013. MWM is a leading boutique search and board advisory firm that has placed 15% of the FTSE 100 Chairmen and CEOs in the UK and works with the boards of Fortune 500 companies across the world on issues of succession and board effectiveness. Michael was one of the team that drafted the Headhunters’ Code of Conduct in response to the Davies Report and MWM is one of the first firms to be awarded Accreditation Status for its work in supporting gender diversity on Boards. He joined MWM after a 15 year career at McKinsey, where he became a Partner in 1992 and co-led the European Consumer Goods practice, working with over half of the top 25 global companies in over 20 countries. He started his career in the Food industry at RHM and then as Commercial Director of Cereal Partners UK.
Robert was Senior Independent Director of both The British Land Company plc (NED 1999-2010) and of 3i Group plc (NED, 2006-2010). Robert was Chairman of HMV Group plc from February 2009 until March 2011. Robert’s regulatory and government department experience includes the Regulatory Decisions Committee of the FSA, the Takeover Panel Appeal Board and the Industrial Advisory Board of BIS (Department for Business, Innovation and Skills). Robert was appointed a non-executive director of the Shareholder Executive Board in November 2013 and will become Chairman on 1 September 2014. He is Chairman of the Governing Body of Rugby School, an Advisory Board Member of The Sutton Trust, a founder and Trustee of the SpringBoard Boarding Bursary Foundation and a Trustee of the Kew Foundation.
Michael has a BA in Modern History from Oxford and an MBA from Manchester Business School. Outside of MWM, he is Chairman of the animal charity, The Born Free Foundation, and also Chairman of Beaconsfield Holtspur Football Club.
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‘The Evolution of the Board’ 16 October 2014
Alan Thomson Alan is non-executive Chairman of Hays plc. He is a post-graduate of Glasgow University and a Chartered Accountant. His early career was spent with Arthur Anderson and Price Waterhouse, followed by senior management roles with Rockwell International plc, Raychem Ltd and Courtaulds plc. He then became Finance Director of Rugby Group plc and latterly of Smiths Group plc.
Julia Budd
Alan is currently also the Chairman of the Board of Bodycote plc and Polypipe Group plc and a non-executive director on the Board of Alstom SA.
Julia Budd is a Founding Partner of The Zygos Partnership. She specialises in Chairman, CEO, and non-executive director searches and Board Succession Planning.
He is a former non-executive director of Johnson Matthey plc and a past President of the Institute of Chartered Accountants of Scotland.
Julia was previously with Egon Zehnder International for 15 years. There she ran the Board Practice, focusing on Chairman and non-executive director appointments. Before this she was a Senior Consultant with Bain and Company. In 2012 Julia was appointed to the Board of the Jockey Club and she is a also a member of the Government’s Professional and Business Services Council which advises Ministers and senior civil servants on economic, business and regulatory issues affecting the largest industry sector in the UK. Julia served as a non-executive director of Wilson Connolly plc, until its agreed takeover by Taylor Woodrow. She has a BA in Experimental Psychology with Statistics from Oxford University and an MBA from INSEAD.
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Sacha Sadan
Dr Tracy Long Dr Tracy Long is the founder of Boardroom Review, which was established in 2004 to give independent advice on the effectiveness of the board and its committees. Tracy has conducted over one hundred evaluations across PLC, mutual, privately owned and public sector organisations in the UK, the US and Europe. She currently serves on the board of the Department of Culture, Media and Sport, where she is Chairman of the Audit & Risk Committee, and a member of the Remuneration Committee. She advises the Efficiency and Reform Group (Cabinet Office) and in 2012 contributed to the Civil Service Reform Plan. She is an advisory director of Carnegie Hall and council member of Marlborough College.
Sacha Sadan is a Director and sits on the LGIM board, leading the Corporate Governance team. The team performs a highly active role in engaging with the companies in which LGIM invests, seeking to deliver the best-possible long-term value for shareholders. Prior to joining LGIM, Sacha worked for Gartmore where he was a senior UK equity fund manager and co-managed a range of UK equity hedge, retail and institutional funds. Sacha was the top-rated pan-European fund manager in the Thomson Reuters Extel Awards in 2010, and ranked third in 2009, as voted by UK companies and key sell-side participants. Prior to Gartmore, Sacha was the lead UK Equity Fund Manager of a £4 billion pension fund for the Universities Superannuation Scheme PLC. Sacha is a member of the CFA institute and holds a BA in accounting and finance from the University of Manchester.
Tracy was a founding director of Avalon Productions and Classic FM. Previous board roles have included Central European Media Enterprises, eleven media joint ventures, Botts & Co. Private Equity, the Van Tulleken Company, Nesta, Lowland Investment Company plc., the London Symphony Orchestra, The King’s Consort (Chairman), the Noel Gay Organisation, the development board of the Royal Academy of Music and the Royal Society of British Sculptors.
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‘The Evolution of the Board’ 16 October 2014
Chris Hodge Chris Hodge is Director of Strategy at the Financial Reporting Council, the UK’s independent regulator responsible for promoting high quality corporate governance and reporting. Until recently, Chris was directly responsible for the UK Corporate Governance Code, which sets governance standards for companies listed in the UK, and the Stewardship Code, which sets out principles on engagement for institutional investors. Chris chairs the European Corporate Governance Codes Network, a group of organisations responsible for their national corporate governance codes in European Union and European Economic Area countries. He is also a Deputy Chair of the Hellenic Corporate Governance Council, which oversees the Greek national corporate governance code.
Dean Paatsch Dean is a director of Ownership Matters, a governance adviser serving institutions who invest in Australian equities. His interest in governance issues began when he co-founded Proxy Australia, a boutique proxy voting advisory service and governance researcher in 2003. Following the sale of Proxy Australia in 2005, Dean led the Australian office through its various ownership changes (ISS Australia, RiskMetrics and ISS Governance Services), building it into the pre-eminent Australian provider prior to his departure in August 2010. He is the author of numerous opinion pieces, regulatory submissions and speeches and is a well known media commentator on governance issues. Earlier in his career Dean was a commercial lawyer and subsequently the founding CEO of the Australian Institute of Superannuation Trustees (AIST) a national not-for-profit organisation whose mission is to promote and protect the interests of Australia’s $500 billion not-for-profit pensions sector.
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Jennifer Sundberg
Emma Howard Boyd Emma has spent her 25 year career working in financial services, initially in corporate finance, and then in fund management, specialising in sustainable investment and corporate governance. As Sustainable Investment and Governance Director at Jupiter Asset Management, and more recently Director of Stewardship, Emma was integral to the development of Jupiter’s reputation in the corporate governance and sustainability fields. This work has included research and analysis on companies’ environmental, social and governance performance, engaging with companies at board level and public policy engagement.
Jennifer Sundberg is Managing Director of Board Intelligence, leaders in board reporting. Board Intelligence works with clients across the public and private sectors, such as National Grid, Friends Life, Asda, easyJet, John Lewis Partnership, Network Rail, The National Audit Office and various NHS trusts, amongst others. Jennifer was named The Times ‘Young Business Woman of the Year’ and she plays an active role shaping governance policy in the UK and in Europe. She authored a monthly column for Management Today for a number of years and she is a regular speaker at conferences and business schools. She holds an MA from Cambridge University and The Judge Business School.
She currently serves on various boards and advisory committees including the Environment Agency, the Future Cities Catapult, the Aldersgate Group, the 30% Club Steering Committee, the Carbon Trust Advisory Panel and the Executive Board of The Prince’s Accounting for Sustainability Project. Her past board and advisory roles have included being a director of Triodos Renewables PLC; Vice Chair and Chair of UKSIF, the UK sustainable investment and finance association, and a member of the Commission on Environmental Markets and Economic Performance, set up by the UK Government to make detailed proposals specifically on enhancing the UK environmental industries, technologies and markets.
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Influential Chairmen supporting the 30% Club initiative include: Dame Helen Alexander UBM Mark Austen LV= Asset Management John Barton Catlin Group/ EasyJet/ Next Sir Brian Bender London Metal Exchange Charles Berry Drax Group Sir Win Bischoff Financial Reporting Council Mark Bomer BDO Sir Leszek Borysiewicz Cambridge University Ana Botín Santander Donald Brydon Royal Mail/Sage Robin Buchanan PageGroup Dame Alison Carnwath Land Securities Sir Roger Carr BAE Systems Dominic Casserley Willis Stuart Chambers Rexam David Childs formerly Clifford Chance Michael Cole-Fontayn BNY Mellon EMEA Simon Collins KPMG Allan Cook WS Atkins Geoff Cooper Dunelm Group David Cruickshank Deloitte Miranda Curtis Waterstone’s Ian Davis Rolls Royce Martin Donnelly CMG Department for Business, Innovation & Skills Andrew Duff Severn Trent Fiona Dunsire Mercer Sir Charles Dunstone Carphone Warehouse/TalkTalk Ian Durant Capital & Counties Properties Neville Eisenberg Berwin Leighton Paisner Robert Elliott Linklaters Peter Felix AESC Douglas Ferrans formerly IMA Douglas Flint HSBC Holdings plc Karin Forseke Alliance Trust Anita Frew Victrex Sir Peter Gershon National Grid/Tate & Lyle Sir Ian Gibson Wm Morrison Richard Gnodde Goldman Sachs Lord Green of Hurstpierpoint John Griffith-Jones Financial Conduct Authority Sir Philip Hampton Royal Bank of Scotland Rick Haythornthwaite Centrica John Heaps Eversheds Peter Hickson Chemring Andrew Higginson Poundland Brent Hoberman Mydeco.com Tony Hobson formerly Sage Christine Hodgson CapGemini David Hudd Hogan Lovells Dr Franz Humer Diageo Dame Deirdre Hutton Civil Aviation Authority Lady Judge Pension Protection Fund Sir Bob Kerslake Civil Service, Cabinet Office Will Lawes Freshfields Bruckhaus Deringer
For press enquiries, please contact:
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Rich Laxer GE Capital International Matthew Layton Clifford Chance Sir David Lees formerly Court of Bank of England Paul Leinster Environment Agency Paul Lester Parabis Management Lord Leitch Bupa Stephen Lovegrove Department of Energy & Climate Change Sir Nicholas Macpherson HM Treasury Charlie Mayfield John Lewis John McFarlane Aviva Mike McTighe WYG plc Julie Meyer Ariadne Capital Frank Meysman Thomas Cook Group Sir Nicholas Montagu Financial Ombudsman Service Glen Moreno Pearson Nicky Morgan Department for Culture, Media & Sport David Morley Allen & Overy Paul Morris Towers Watson Helena Morrissey IMA Richard Foley Pinsent Masons Mark Neale Financial Services Compensation Scheme John Nelson Lloyd’s of London Peter Norris Virgin Sir Richard Olver formerly BAE Systems Patrick O’Sullivan Old Mutual Stephen Parish Norton Rose Fulbright Alan Parker Brunswick Andrew Parker MI5 Sir John Parker Anglo American Clare Parsons Lansons Sir John Peace Burberry/Standard Chartered Ian Powell PwC Sir Michael Rake BT Group Paul Rawlinson Baker & Mackenzie Sir Simon Robertson formerly Rolls Royce Baron David de Rothschild Rothschild William Rucker Lazard Sir Nigel Rudd BAA/Invensys Philip Rutnam Department for Transport Chris Saul Slaughter and May Jonathan Scott Herbert Smith Freehills Peter Scott Engine Group John Stewart Legal & General Carl-Henric Svanberg BP Robert Swannell Marks & Spencer Alexander Y. Thomas Reed Smith Martin Thomas Lancashire Holdings Ben Tidswell Ashurst Michael Treschow Unilever David Tyler Hammerson/ Sainsbury’s Steve Varley EY Sir David Walker Barclays Penelope Warne CMS Cameron McKenna Bob Wigley Hibu
Further information: @30percentclub
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