Julie Hembrock Daum , Laurel McCarthy et Ann Yerger, associés de la firme Spencer Stuart présentent les grandes lignes du rapport annuel Spencer Stuart Board Index | 2019.
Comme vous le noterez, les changements observés sont cohérents avec les changements de fonds en gouvernance.
Cependant, puisque les CA ont tendance à être de plus petites tailles et que la rotation des administrateurs sur les conseils est plutôt faible, les changements se font à un rythme trop lent pour observer une modernisation significative
The 2019 U.S. Spencer Stuart Board Index finds that boards are heeding the growing calls from shareholders and other stakeholders and adding new directors with diversity of gender, age, race/ethnicity and professional backgrounds. However, because boardroom turnover remains low, with the new directors representing only 8% of all S&P 500 directors, changes to overall numbers continue at a slow pace.
Voici les points saillants de l’étude.
Bonne lecture !
Key Takeaways—2019 Spencer Stuart Board Index
Diversity is a priority
Of the 432 independent directors added to S&P 500 boards over the past year, a record-breaking 59% are diverse (defined as women and minority men), up from half last year. Women comprise 46% of the incoming class. Minority women (defined as African-American/Black, Asian and Hispanic/Latino) comprise 10% of new S&P 500 directors, and minority men 13%.
The professional experiences of S&P 500 directors are changing
Two thirds (65%) of the 2019 incoming class come from outside the ranks of CEO, chair/vice chair, president and COO. Financial talent is a focus area; 27% of the new directors have financial backgrounds. Other corporate leadership skills are valued, with 23% bringing experiences as division/subsidiary heads or as EVPs, SVPs or functional unit leaders.
Diverse directors are driving the changing profile of new S&P 500 directors
Only 19% of the diverse directors are current or former CEOs, compared to 44% of non-diverse men. Meanwhile 34% of the diverse directors are first-time corporate directors, nearly double the 18% of the non-diverse directors. Diverse directors bring other types of corporate leadership experience to the boardroom, with 31% of the diverse directors offering experiences as current or former line or functional leaders, compared to just 11% of the non-diverse men.
Sitting CEOs are increasingly not sitting on outside boards
This year’s survey found that on average, independent directors of S&P 500 companies serve on 2.1 boards, unchanged over the past five years. Meanwhile 59% of S&P 500 CEOs serve on no outside boards, up from 55% last year. Only 23 S&P 500 CEOs (5%) serve on two or more outside boards, and 79 independent directors (2%) serve on more than four public company boards.
Boards are adding younger directors, but the average age of S&P 500 directors is unchanged
Once again, one out of six directors added to S&P 500 boards are 50 or younger. Over half (59%) bring experiences from the private equity/investment management, consumer and information technology sectors. These younger directors are more diverse than the rest of the incoming class, with 69% either women (57% of “next gen” group) or minority men (12% of “next gen” group). They are also more likely to be serving on their first corporate board; 54% are first-time directors.
However, an overwhelming number of new directors are older. More than 40% of the incoming class is 60 or older; the average age of a new S&P 500 independent director is 57.5 years. Of the universe of S&P 500 independent directors, 20% are 70 or older, while only 6% are 50 or younger. The average age of an S&P 500 independent director is 63, largely unchanged since 2009.
Low turnover in the boardroom persists
Consistent with past years, 56% of S&P 500 boards added at least one independent director over the past year. More than one quarter (29%) made no changes to their roster of independent directors—neither adding nor losing independent directors—and 15% reduced the number of independent directors without adding any new independent directors.
The end result: in spite of the record number of female directors, representation of women on S&P 500 boards increased incrementally to 26% of all directors, up from 24% in 2018 and 16% in 2009. Today, 19% of all directors of the top 200 companies are male or female minorities, up from 17% last year and 15% in 2009.
Individual director assessments are gaining traction, but mandatory retirement policies continue to proliferate
This year 44% of S&P 500 companies disclosed some form of individual director assessment (up from 38% last year and 22% 10 years ago). However, 71% of S&P 500 boards (largely unchanged over the past five years) disclosed a mandatory retirement age for directors, and retirement ages continue to rise, with 46% of boards with caps setting the age at 75 or older, compared to just 15% in 2009.
Age caps influenced the majority of director departures from boards with retirement policies, with 41% either exceeding or reaching the age cap and another 14% leaving within three years of the retirement age.
Demographically, only 15% of the independent directors on boards with age caps are within three years of mandatory retirement. As a result, most S&P 500 directors have a long runway before reaching mandatory retirement.
Independent board chairs continue to grow in numbers and pay
Today more than half of S&P 500 boards (53%) split the chair and CEO roles, up from 37% a decade ago. One-third (34%) are chaired by an independent director, up from 31% last year and 16% in 2009.
Although the roles and responsibilities of an independent board chair and a lead director are frequently similar, the difference in compensation is wide and growing. Independent chairs receive, on average, an additional $172,000 in annual compensation, compared to an annual average supplement of $41,000 for independent lead directors.
For the first time, total director pay at S&P 500 boards averages more than $300,000
The average total compensation for S&P 500 non-employee directors, excluding independent chairs, is around $303,000, a 2% year-over-year increase. Director pay varies widely by sector, with a $100,000 difference between the average total pay of the highest and lowest paying sectors.
Key Takeaways—Survey of S&P 500 Nominating and Governance Committee Members
Our survey of more than 110 nominating and governance committee members of S&P 500 companies portends a continuation of trends identified in 2019 U.S. Spencer Stuart Board Index.
Turnover in the boardroom will remain low
On average, the surveyed nominating and governance committee members anticipate appointing/replacing one director each year over the next three years.
Boards will increase their focus on racial/ethnic diversity and continue to focus on gender diversity
Diversity considerations are two of the top five issues for the next three years. While 75% of the surveyed committee members reported that gender diversity was addressed in the past year, 66% said it would continue to be a priority over the next three years. Only 38% reported that racial/ethnic diversity was addressed in the past year, but 65% said it was a top priority for the next three years.
Industry experience will be a key recruiting consideration
The top priority for the next three years—cited by 82% of the surveyed committee members—is expanding director sector/industry experience.
Evaluations of boards and directors will be examined
Enhancing board and individual director evaluations is another top priority for the next three years, identified by 61% of the respondents. While more than three quarters of respondents ranked their full board and committee assessments as very or extremely effective, only 62% gave similar marks to peer evaluations and a just over a majority (53%) gave similar rankings to self-assessments.
Boards will have to cast a wide net to identify director talent
The top five recruiting priorities for the next three years are: female directors (40%); technology experience (38%); active CEO/COO (35%); digital/social media experience (29%); and minorities (27%). Finding a single director who meets all of these criteria is difficult at best, and given supply/demand pressures, boards will have to dig deeper to identify qualified director candidates.
Together the 2019 U.S. Spencer Stuart Board Index and Spencer Stuart’s Survey of S&P 500 Nominating and Governance Committee Members indicate that the profile of S&P 500 directors will continue to change and board composition will continue to evolve. But the pace of change will remain measured.