At a recent seminar, Tom Peters tackled board composition. His prescription for a perfectly composed [non-executive] board team of ten?
- Two under-25s - they will have a different experience from their "elderly - 35 year old - peers"
- At least three or four women
- One data/IT 'superstar' - a "certified goddess or god from the likes of Google"
- A brace of entrepreneurial or VC types
- One person of stature who seems weird - Peters suggested artists, rappers, rock musicians and shamen because they look askance at the world.
- A design guru
- No more than two over-60s
- No more than three MBAs
- At least one non-executive director (NED) with a deep understanding of how the business's markets work;
- At least one NED who understands how people work: a graduate in psychology, sociology or social anthropology, preferably a strategic HR 'superstar' too; and
- At least two highly analytical NEDs with the detachment to see outsider views and the character and social skills to deliver constructive challenge. Good lawyers, academics and journalists should have skill and curiosity needed. But they also need both the strength of character to challenge and persist; and the social skills to ensure their critiques are internalised by those who need to hear them.
Here is a snapshot of our results. Bear in mind that they represent what these companies and regulators have decided to say about themselves and that the figures are not about Executives but NEDs.
| UK Boards | Large UK Companies | Financial Regulators | Non-financial Regulators | Population Baseline |
|---|---|---|---|---|
| Females % | 31% | 27% | 32% | 51% |
| BAME % | 3% | 0% | 16% | 14% |
| CEO or MD experience? | 46% | 48% | 26% | |
| C-Suite experience | 94% | 61% | 48% | |
| Relevant trade? | 52% | 52% | 29% | |
| HR experience | 2% | 0% | 3% | |
| Psychology, behavioural economics and social sciences | 1% | 3% | 10% | |
| IT and Data experience? | 9% | 0% | 3% | |
| Journalist, Academic or Lawyer | 7% | 9% | 35% |
It is reassuring that about half of FTSE board members have experience of their trade. But it is disturbing that over half of financial regulator boards appear to be drawn from people of the kind they regulate. The same is true of the SRA which is dominated by solicitors. The problem is only slightly less acute as regards our other non-financial regulators.
People with experience in and around the C-suite overwhelm FTSE boards and are a major presence elsewhere. Such people, with their years of experience of leading large organisations, are an essential part of any board. But their dominating presence is risky because it limits board perspectives, attitudes and horizons. Most of the real world lies beyond the C-suite's knowledge horizon. Shared perspectives and attitudes are as dangerous as they are comfortable.
Not all Annual Reports in our cohort provide age data, but for the seventeen companies where age data was provided, the youngest NED was 44, the oldest 80 and the average 60. 7% were under 50 and 55% were over 60. This probably reflects the predilection for people with CEO and C-suite experience. For comparison, Facebook's youngest was 41, its oldest 72 with the average at 54; though at Alphabet, Google's owner, ages ranged from 57 to 71 with the average at 65.
All organisations, even Tech giants, are still dominated and led by people, but NEDs with deep knowledge and skill in understanding how people really tick are rare. Such people have degrees in subjects such as psychology, organisational behaviour, behavioural economics, sociology and anthropology. Some may have been HR stars. We found virtually no such NEDs. Our non-financial regulators did slightly better though the sample size was tiny.
It is the same with IT and data. Organisations no longer use IT and use data. They depend on IT and data just as life depends on water; but boards lack Peters' IT superstars. 9% of NEDs with IT experience looks reasonable. But a third of those in our sample were in just four companies in the IT, media and telecoms sector - essential trade skills. Of the balance, over 70% of our cohort, had no board member with declared expertise in this field.
Those with obvious professionally honed challenging skills were also rare. Less than 25% of companies had a lawyer on their board. Of six academics on boards, three were medical or pharmaceutical professors on pharma boards. We found no journalists.
Our research, highlighted in 'Rethinking Reputational Risk - How to Manage the Risks that can Ruin Your Business, Your Reputation and You' shows that inadequate board skills - not just IT and people skills - and ineffective challenge were among the most frequent causes of failure in almost all our 40+ case studies.
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| Adapted from 'Rethinking Reputational Risk' Fig 14.1 © the authors |
These criteria for well-constructed boards do not pretend to be a perfect, universally applicable set of rules. Neither are they comprehensive: for example they barely touch on personal attributes such as NED character. But they do provide a useful set of attributes against which to compare your organisation's NEDs. So I shall leave you with five questions:
- How does your NED team compare to these criteria?
- Where are the gaps and what are their consequences?
- What do you believe is wrong with or missing from these criteria, and why?
- What do you believe is wrong with or missing from your own board's NED team, and why?
- How would you change your own board's composition to make it more effective?
Anthony Fitzsimmons
Reputability LLP
London
www.reputability.co.uk
@Reputability
The research behind this post is explained in greater detail in Rethinking Reputational Risk - How to Manage the Risks that can Ruin Your Business, Your Reputation and You You can get a 20% discount through this link by using the code RRRF20
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