1. Women
on Boards
The Davies Report :
how the landscape
has changed six
months on

2. Women on Boards
The Davies Report – 6 months on -
what has been achieved?
Gender balance in the boardroom – and the wider question of promoting women into
senior executive roles – has continued to make the headlines since the Davies Report was
published in February this year. The debate that has followed has raised many issues,
demonstrating there are no simple answers to the underlying causes, or even agreement
as to what those causes are.
What is clear is that there is no shortage of qualified women keen and able to take up
positions on boards – fourteen of the 21 appointments of women directors to FTSE 100
boards in the last six months have been appointments of women with no prior FTSE 100
or FTSE 250 board experience. That begins to meet a major objective of the Davis Report -
that new talent pools should be explored by chairmen and nomination committees when
appointing non-executive directors.
Pinsent Masons has continued its focus on these issues and in this report we look at five
areas –
• What companies have said and done in the last six months - the Cranfield Report into
progress on the Davies recommendations
• The UK Corporate Governance Cose: the impact of the Davies Report - changes to the
Code to implement the Davies recommendations
• Diversity disclosures: changes to the Companies Act - what will have to be disclosed
from 2012 onwards
• The role of the Non-executive Director and the FSA - a focus on NEDs and the merits
of diversity
• Mentoring and Sponsorship - what’s involved and what each can achieve
Please do get in touch if you would like to attend future events, or share your thoughts
and experiences on Women on Boards and achieving gender diversity in the boardroom.
Martin Webster
Head of Corporate Governance
martin.webster@pinsentmasons.com
“With women making up 60% of graduates coming out of our
universities, there are compelling business reasons for companies to
engage in this debate. Experience in Europe suggests that
legislation will follow if companies do not themselves address the
issue of gender diversity in the boardroom.”
Martin Webster
Partner
1 WOMEN ON BOARDS

3. What companies have
said and done in the
last six months
There is still a long way to go and too many companies fail to recognise
the potential of women in leadership positions. We remain optimistic,
however, that the voluntary approach... will deliver the necessary
changes... The best and most forward-thinking businesses are already
putting in place innovative solutions to help women succeed in the
workplace
Government Foreword to Women on Boards, 6 month Monitoring Report, October 2011
Lord Davies gave FTSE 350 companies six More important is for a company to decide
months to announce the number of women its own target, the timeframe within which
directors they are aiming to have by 2013 it can reasonably expect to achieve it, and
and 2015. Cranfield School of Management to measure and report on progress towards
undertook to monitor the announcements that goal. A company starting this process
and reactions from those companies and with an all male board will have a greater
their report, published in mid-October, task than others and may legitimately set
makes interesting reading. itself a target below 25%.
The figures An example of a company which adopted
this approach – but it was the only one –
The headline figures have been well was Senior plc from the FTSE 250, which
reported: the percentage of women on FTSE currently has no women directors and set
100 boards has grown to 14.2%, though itself a target of 15% by 2015. Far from
only 22.5% of all appointments since 1 criticising this response as falling short,
March 2011 were women, compared to the Cranfield hold it up as an example of a
33% Davies called for. In all, there have realistic approach which meets the “The aim of targets
been 21 appointments of women directors intention behind Davies. is for companies
since Davies published his report. to self-determine
Equally, companies which already have what is
In the FTSE 250 the position was worse, with good female representation might be reasonably
only 18% of all new board appointments expected to aim higher. Davies wanted to achievable within
being women, giving a total of 8.9% women see FTSE 100 chairmen aspire to at least a given
directors. 28 women were appointed to 25% female representation by 2015 and timeframe, from
FTSE 250 boards since 1 March. Cranfield note that only five companies a given starting
were ambitious enough to name a 30% point, and to hold
More encouraging for Davies is the news target. As 27 already have at least 20%
themselves
that all-male boards are now a minority in women directors, the researchers label
accountable for
the FTSE 250 (while 14 companies in the this response as disappointing. It may
FTSE 100 have no women). also not be enough to satisfy the their stated
European Commission which has called goals.”
The importance of targets for publicly listed companies to commit
to 30% women directors by 2015 and Women on Boards,
Much of the media focus may have been on 40% by 2020. 6 month
these numbers, but the Cranfield report Monitoring Report,
suggests that the 25% by 2015 target set by Warm words on diversity might be October 2011
Davies is not necessarily sacrosanct. welcome, the report suggests, but may
achieve little unless supported by
WOMEN ON BOARDS 2

4. measurable targets and clear reporting on particular the example of BHP Billiton “It would appear
progress. Cranfield conclude that an discussed below. that it was
absence of these elements "suggests that those
while some companies might have the Executive appointments companies who
positive intent of addressing the issue of are already on
gender diversity on their boards, they may Of the 21 new women directors in the the journey
lack a credible strategy for doing so". FTSE 100, three were executive
who were
appointments. In the FTSE 250, two of the
willing to make
The changes in the UK Corporate 28 women who joined company boards did
Governance Code reported in the next so in executive roles. the
section are going to be a catalyst for commitment
change in company reporting. Only 20% The Davies Report also looked at to a target. ”
of FTSE 100 companies and 7% of the FTSE positions below board level, calling on
250 referred to gender diversity in chief executives to review the percentage Women on Boards,
reporting the work of their nomination of women they aim to have on their 6 month
committees. executive committees in 2013 and 2015. Monitoring Report,
Cranfield found only four companies in October 2011
The talent pool the FTSE 350 who responded. One of
them was the mining giant Rio Tinto who
One possible consequence of the Davies disclosed that they have 14% women in
push for more female appointments might senior management and have set a target
be that the same women who already sit on of 20% by 2015.
FTSE 350 boards simply get more offers,
rather than new women being recruited Indeed, Cranfield found poor levels of
(some reports suggest this has happened in reporting on gender diversity below board
Norway, as a result of their 40% requirement level. Only 28% of FTSE 100 companies
for women directors). Cranfield suggest this reported on the number of women in
risk may have been avoided, with 14 of the senior executive roles and that figure fell to
21 new FTSE 100 appointments having no 10% for the FTSE 250. As we report below,
prior experience on a FTSE 350 board. these disclosures are due to become
compulsory under changes to the
The research also looked at the background Companies Act due in October 2012.
of those women appointed to FTSE 100
boards and found that 57% had been in Cranfield’s report contains a brief case
finance and 14% were from HR. A further study of BHP Billiton, the Anglo-Australian
14% had experience of senior operational mining group, which currently has 10% of
positions. Finance and operational roles also senior management jobs held by women. In
featured strongly in the FTSE 250. addition to aiming for 25% women
directors by 2013, they explain in their
Cranfield note that a common reason annual report how each business within
offered by some boards for a lack of senior the group has been required to develop and
women is that their companies operate in a implement a diversity plan as part of its
male dominated sector. The researchers’ performance requirements, a factor then
response is to point out that the FTSE 100 taken into account in assessing bonus
companies that signed up to the remuneration. Progress against measurable
25%/2015 target include those operating in objectives for the proportion of women in
the Mining, Oil & Gas, Automobiles, senior management, on the board and in
Engineering, Construction & Materials and the workforce as a whole is to be disclosed
Aerospace and Defence sectors. See in each year.
“Doing nothing is no longer an option. Boards now need to set targets
and report on the progress which is being made against those targets.
Companies which genuinely try to achieve their targets are unlikely to
be criticised if they fall short. Companies which do nothing could find
themselves being singled out for criticism.”
Justine Howard
Legal Director
3 WOMEN ON BOARDS

5. The UK Corporate
Governance Code: the
impact of the Davies
Report
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.
Supporting Principle B.2 UK Corporate Governance Code
Adoption of the new Supporting Principle B.2 in Boards will need to talk about and disclose
2010, with its explicit reference to gender, was a their policy, objectives and progress on
controversial move for some. With the diversity in general - for example, in terms of
subsequent publication of the Davies Report age, background, race and nationality - as well
and its recommendations for further changes to as focussing in particular on gender diversity.
the Code, the Financial Reporting Council (which
has responsibility for the Code) consulted on It will be up to each board to decide which
how these might be achieved. Following that areas of diversity are relevant to it (the FRC
consultation, the FRC has announced that for did not want to prescribe a list of every aspect
financial years beginning on or after 1 October to be covered) but gender was deemed worthy
2012 two amendments will be made to the of special mention because a lack of women
Code to support the Davies recommendations.. around the boardroom table runs the risk of
“group think”, as well as suggesting that the
Diversity policy, measurable talent pool of eligible women is not being fully
objectives and disclosure on exploited. In addition, the FRC suggests there
progress may be a poor understanding of women as
customers and employees and little
Code Provision B.2.4 already requires the annual encouragement for aspiring female executives.
report of a premium listed company to describe
the work of the board’s nomination committee, The second subtle shift from the words used by
the process it uses for board appointments and Davies appears in the reference to “any
an explanation if either the chairman or a measurable objectives”. Davies wanted an
non-executive director has been appointed absolute requirement that companies should
without using head hunters or open advertising. set measurable objectives as part of their
The amended B.2.4 will add specific diversity policy, on the principle that what gets
requirements for disclosure on diversity – measured gets done. The FRC has taken the
view that, if the policy is not to be restricted to
A separate section of the annual report should gender, it is unrealistic to expect companies to
... include a description of the board’s policy on come up with objectives for a range of diversity
diversity, including gender, any measurable aspects, and it would be inconsistent to single
objectives that it has set for implementing the out gender. Instead, companies should be left
policy, and progress on achieving the objectives. to decide what areas, if any, they think would
benefit from having a specific objective. If (as
There are two points here where the Code the Cranfield research would suggest) many
diverges from what Davies recommended. First, companies are unhappy with targets for women
he asked boards to establish a policy on directors, they will be relieved that there is to
“boardroom diversity”, but made no specific be no obligation to introduce them.
reference to gender. The new language here
follows the formula used in the Code’s 2010 In any event, locating these requirements in a
change and refers to “diversity, including gender”. Code Provision means that companies are free to
apply them on a “comply or explain” basis: they
WOMEN ON BOARDS 4

6. can disclose a diversity policy and measurable Supporting Principle such as this carries no
objectives and their progress in achieving them, specific requirement either to explain how its
or they can explain why they choose not to terms have been applied (as there is with a Main
comply with any or all of those elements. Principle under the Listing Rules), nor to comply
or explain as with the Code Provisions. A
The ability to explain non-compliance will not Supporting Principle just provides additional
always be an easy option. A credible explanation guidance on what the Main Principle entails.
will be difficult if the board has not even
considered its approach to diversity. A number The FRC comments that the investors who
of institutional investors have expressed an responded to its consultation were strongly in
interest in what companies are doing on favour of it, which mirrors recent calls from
diversity and are likely to challenge poor investors for increased transparency on
reasoning. The EU is also keen for regulatory boardroom evaluations.
intervention where the quality of explanation is
unconvincing. What isn’t in the Code
Board evaluations and gender No other changes to the Code are proposed.
diversity The 30% Club argued for a requirement to set
and publish a target for women at senior
The FRC takes the view that diversity, and management level but, having declined to do
specifically gender diversity, is a key element in that for the board, the FRC also passed on that
ensuring the effectiveness of a board. It follows, more ambitious request.
therefore, that the requirement in Main
Principle B.6 – The consultation on Code changes also asked
whether more detail should be given as to what
The board should undertake a formal and a boardroom diversity policy might contain.
rigorous annual evaluation of its own Answers for and against were evenly divided,
performance and that of its committees and and in response the FRC has confirmed that it
individual directors has no current intention of issuing further
guidance on the topic, but will keep the point
should include a consideration of the make-up under review.
of the board in terms of gender diversity.
When will these changes take
Board evaluations continue to be an area many effect?
companies struggle with. Whether they are
purely internal, whether external help is sought, The October 2012 date for introducing these
the form they take and how they are reported changes was chosen to coincide with other
raise questions each year. The FRC has taken expected changes to the Code concerning audit
this opportunity of putting a little flesh on the committees and re-tendering for audit
bare bones of Main Principle B.6 by adding a mandates, as well as new legislation expected
new Supporting Principle – from the government requiring disclosures on
gender diversity (see below). In the meantime,
Evaluation of the board should consider the the FRC has followed Davies’s lead and
balance of skills, experience, independence and companies are “strongly encouraged” to treat
knowledge of the company on the board, its these Code amendments as applying to earlier
diversity, including gender, how the board works accounting periods. For companies with a
together as a unit, and other factors relevant to December or March year end, there may
its effectiveness therefore be some pressure to include these
disclosures in annual reports for the current
Note again the reference to “diversity, including accounting periods, and certainly for the
gender”, suggesting that other aspects of following years to 31 December 2012 and 31
diversity may be relevant and need to be March 2013.
assessed. It is also worth remembering that a
“Davies wasn’t just looking at gender, but the benefits of diversity in all
its forms, and the new Code will reflect that”.”
Linda Jones
Partner
5 WOMEN ON BOARDS

7. Diversity disclosures:
changes to the
Companies Act
A further recommendation of the Davies Report there is a potential difficulty in defining what is
was that listed companies should disclose the a “senior executive position” and have asked for
proportion of women directors and employees views on how this might be done. Whatever the
in three areas: definition, and regardless of how big or small the
resulting group may be, the fact that it is a
 the main board proportion or percentage figure that is asked for
 senior executive positions and should meet the Davies objective.
 the workforce as a whole.
Disclosure of figures for the whole workforce
In September the Government published a may also be difficult where there is no group
consultation paper, The Future of Narrative wide HR database, particularly for those
Reporting, which proposes a major change to companies with overseas operations. The
the current form of narrative reporting in a suggestion here is that disclosure is made for
company’s Annual Report. The “front end”, those parts of the business where information is
currently comprising the Business Review and available, with an explanation of the
Directors’ Report, is to be replaced by approximate proportion of the global workforce
the figures relate to. Companies should also
 a Strategic Report which will set out the name those countries and regions where gender
company’s strategy and direction and the information for their operations is not available
challenges it faces, with high level or difficult to obtain.
information on the company’s finances and
remuneration, and These changes are due to be made in time for
accounting years beginning on or after 1
 an Annual Directors’ Statement which will October 2012.
support the Strategic Report with more
detailed information set out in a prescribed
layout with standard headings.
As part of these changes, the Government
proposes to include a requirement that the
Strategic Report discloses each year the
proportion of women in the three categories
identified by Davies. They recognise, however,
“The shake up in the format of the Annual Report scheduled for
next year is going to be a major exercise for many companies,
and gathering diversity statistics will be part of that.”
Helen Ridge
Partner
WOMEN ON BOARDS 6

8. The role of the Non -
Executive Director and
the FSA
The FSA’s focus on NEDs  governance, oversight and control
 the appropriate regulatory framework and
requirements.
Our ARROW visits now focus more on firm’s
governance mechanisms and the role played by The FSA does not expect every non-executive to
directors, especially NEDs. possess all of these qualities, but each needs to
be represented on a board. More particularly,
FSA Policy Statement 10/15: Effective Corporate Governance
not everyone needs to be an industry specialist.
What is required is that there is a balance of
One result of the financial crisis has been a skills and knowledge across all board members
renewed focus by regulators on non-executive and that each NED possesses a number of these
directors and what they have, or have not, been relevant skills. Any shortcomings in terms of
doing. The Walker Review into corporate specialist knowledge of the industry can be
governance at banks and other large financial addressed by a tailored induction and a
institutions identified failings in their challenge continuing training programme. The FSA takes
and oversight role. As a result, the Financial the view that the most effective inductions
Services Authority has developed a new topic include NEDs spending time in the business and
for its periodic inspections, as evidenced by the meeting people below board level. To reinforce
above quotation. the point that lack of industry expertise is not
fatal, the regulator is on record as saying –
There is no comprehensive definition of the role
of the NED in the FSA’s Handbook and so Having a structured [induction] plan can give a firm
concepts are freely borrowed from the UK the confidence to appoint non-financial specialists.
Corporate Governance Code developed by the
Financial Reporting Council, a quite separate Governance in retail firms – feedback from Winter 2010 seminars
body. (For more on what the Code says on the
role of the NED, click here.) The drawback of this All directors of FSA regulated firms need to be
approach is that some of these borrowings may approved by the Authority and, as part of its
miss the point that much of the detail of the new more intrusive regime of regulation, it will
Code is not obligatory but rather to be applied interview those proposed for board positions in
on a comply or explain basis. If an FSA regulated the biggest companies and where concerns have
firm believes that a particular Code Provision is been raised in smaller firms. Such sessions are
not appropriate for the way it organises itself rigorous and need detailed preparation by the
and that an aim of the Code can be best individual in conjunction with the company and
achieved by another route, it should be free to its advisers, though the proposed director must
explain and follow that alternative. attend the interview alone. Some have resulted
in the FSA indicating that approval is unlikely
There is, however, some guidance in the FSA’s and the candidate has withdrawn as a result.
Fit and Proper Test for Approved Persons on the
key competencies they would expect from a This initial interview is not the end of the
non-executive director at a regulated firm – approval process. NEDs need to be able to
demonstrate their credentials on an on-going
 market knowledge basis. The FSA is interested in regular reviews of
 an understanding of the business’s strategy the effectiveness of individual directors, the
and business model board and its committees, though, in contrast
 risk management and control with the UK Corporate Governance Code, there
 financial analysis and control is no preference for externally facilitated
evaluations over internal reviews, saying each is
“equally valuable”.
7 WOMEN ON BOARDS

9. The FSA and diversity The FSA has nonetheless put itself on record, in
its response to the same EU green paper, as
Given the FSA’s interest in good governance, the opposing quotas which “could raise the risk that
effectiveness of boards and the quality of people are appointed just to fulfil the quota,
nonexecutive directors, one might have thought rather than because they have the right
they would have a view on diversity. If they do, qualities needed by that board at that time”.
it seems at best luke warm –
The FSA’s view that diversity brings many
While the FSA does not have a specific equality and benefits was certainly shared by others during a
diversity objective or have targets for the number of panel discussion at a Pinsent Masons seminar in
women or other groups being authorised to carry out early October. Women are seen as more likely to
Significant Influence Function roles, we are challenge, to ask the penetrating question, and
permitted ... to monitor which groups are less likely to accept the status quo. And yet, in
represented among those individuals we approve an area where risk management is critical, the
and to act as advocates for equality and diversity financial services sector is particularly short of
generally within the firms that we regulate. women in senior leadership roles. The more
forensic, more persistent, approach displayed by
FSA Policy Statement 10/15: Effective Corporate many women, should be a key attribute for the
Governance boards of FSA regulated entities.
The conflict the regulator faces stems from the There is, of course, a balance to be struck
emphasis in the Walker Review and elsewhere between, on the one hand, challenging
on competency and a thorough understanding colleagues and questioning received opinion
of a firm’s business. To paraphrase crudely: and, on the other, risking the collegiality and
better to be safe with a board of white, Anglo- unity of a board. One tip offered at the seminar
Saxon males in late middle age who have suggested that a sole woman newly appointed
specific industry expertise, than be sorry with a to a board should find an ally amongst her male
board, diverse in terms of gender, age and
colleagues, someone who might also look at the
background, but with some members lacking
world differently and be prepared to back her up
that comprehensive sectoral experience.
in the points she makes, or at least to warn
from experience when another course of action
The FSA recognises the dangers of this
might achieve better results.
approach. In the same policy statement quoted
above, it said –
In any event, diversity on a board is about more
than gender, and diversity at the top of a
Our focus on individuals’ experience and
business can be a sign of health and strength.
qualifications could increase the conformity and
homogeneity of those at the top of the UK financial That point led to a question from the floor: was
services industry, with the risk that levels of challenge a macho, winner-takes-all culture at certain
and alternative points of view are reduced.... banks the root cause of the financial crisis? It
can’t be denied that most CEOs are men and are
Indeed they share the FRC’s views on the likely to have displayed macho traits in their
benefits of diversity – rise to the top. But tempting as such an easy
analysis might be, the reality is more likely to be
Having a more diverse board may help deliver better found in a wide variety of behavioural and
regulatory outcomes, as increased diversity produces economic factors.
a wider range of perspectives, thought and
approaches to solving regulatory problems and can
help avoid the danger of “group think”.
FSA response to EU Commission green paper:
Corporate Governance in Financial Institutions
and Remuneration Policies, 31 August 2010
“Despite some of its more positive statements, it seems the
regulator is unlikely to be telling boards they should be
improving their governance by appointing more women
nonexecutive directors.”
Tim Dolan
Partner
WOMEN ON BOARDS 8

10. Mentoring and
Sponsorship
One obstacle to greater diversity in the boardroom is that many
women do not have access to the role models and champions required
to succeed at a more senior level.
At our seminar in early October, we invited if the two parties feel comfortable with each
Gillian Wilmot, Anne Boden and Margaret other and there is a free exchange of ideas.
Young, three women who have achieved senior
positions in financial services, to discuss the role Alternatively, there may be a more formal
that mentoring and sponsorship can play and framework to a mentoring relationship, with the
how to tap into that expertise. two parties agreeing a set of expectations and
objectives and a defined timeframe. Whichever
Mentoring model is chosen, it has to be bespoke and
designed specifically for the needs of the
Mentoring is the transfer of skills and individual mentee. No one solution will suit all
knowledge from a highly experienced leader needs. Indeed, rather than stick with one long
who has faced similar challenges to a less term appointment, a change of mentor can be
experienced individual wanting to progress in beneficial as the mentee develops and new
their career. The mentee learns from the challenges are faced.
mentor’s successes and mistakes, and receives
trusted, confidential advice on meeting the Internal or external
challenges they encounter and achieving their
objectives. The mentor provides encouragement, Should a mentor be internal, an insider at the
urges persistence and gives reassurance that the same organisation as the mentee, or is it better
mentee has the qualities to succeed. to find someone external who can take a more
objective view? As well as empathising with the
Mentoring needs to be distinguished from mentee, a mentor will ideally understand the
coaching. A coach teaches specific skills but organisation concerned, the way it works, the
may not have personal experience of the role personalities involved, its own ambitions and
concerned. Mentoring can be a much more the way they are to be achieved, and that may
informal arrangement, comprising regular best be done by an internal appointment.
conversations, swapping of experiences and the Keeping things in-house will also minimise
occasional warning or word of caution. Much of issues with sharing information which might be
a mentor’s role may consist of listening to the price-sensitive or at least confidential to the
mentee talk about the issues they face, their business (though an external mentor will also
ambitions and the route they have planned to be bound by confidentiality and expect to sign
achieve their aims. That will trigger advice from an agreement to that effect). An internal
the mentor’s own career, along with mentor can also act as a sponsor for the
observations from having faced similar mentee.
situations. Such a relationship will develop well
"Companies serve their customers and stakeholders best
when the leadership team is diverse and where there is
diversity of thinking."
Gillian Wilmot
Board Mentoring
9 WOMEN ON BOARDS

11. But there are drawbacks. Internal appointments A sponsor need not be a mentor – the former
may be more informal and less structured, with promotes the individual to the powers that be,
the mentor struggling to find the time needed while the latter advises and encourages the
to devote to the role (attending master classes individual direct, as discussed above. But an
in effective mentoring can pay real dividends for internal mentor may broaden the role to act as
an internal mentor). They may also lack outside a sponsor as well. Discussions with the mentee
experience and independence and be too close may bring out more fully the qualities the
to the organisation concerned to take a truly individual possesses and spur the mentor to
objective view. At worst, they may have their share their knowledge of new talent with
own agenda and interests which can conflict others. If an organisation puts in place an
with those of the mentee. internal mentoring programme, with senior
individuals pairing up with more junior
Sponsorship executives, talent spotting is bound to result,
with the best being fast tracked for early
Having a sponsor, someone who speaks up for promotion.
you, puts your name forward and recommends
your advancement, is important for all, both Our Panel
men and women. The problem is that most of
us tend to recruit and promote in our own Gillian Wilmot - founder of
image and, when faced with alternatives, we BoardMentoring.com and currently a non
follow the easy route of choosing someone like executive director at Pockit.com and a chair in
us. If the majority of senior roles are held by the public sector; formerly a director at Next,
men, there is a risk they will sponsor more men Royal Mail and Admiral Group.
like them and the benefits of diversity are lost.
Older men can, in any event, be understandably Anne Boden – former chair, Royal Bank of
wary of being seen to sponsor younger women, Scotland EMEA board for Global Transaction
for fear of the innuendo which may follow. And Services; previously Chief Information Officer
without a sponsor, an individuals’ progress and board member at Aon Limited; currently a
within an organisation can be all the more member of the Board of Governors at Middlesex
difficult. University.
It is one of the attributes of a good leader that Margaret Young – chairman at Cattles and
they spot tomorrow’s stars early, bring people Welcome Financial Services (formerly executive
on and promote their cause. Most sponsors will chairman for a two year period of operational
be internal and are key when seeking to and financial restructuring); previously senior
progress in the same organisation, but a high independent director at Unigate and supervisory
profile backer from outside can be equally board member at Royal Numico NV.
influential when applying for external roles.
Anyone giving a reference is, one hopes, an
effective sponsor.
WOMEN ON BOARDS 10

12. Appendix
The Role of the Non-
Executive Director -
UK Corporate
Governance code
What the Code says  being satisfied as to the integrity of financial
information
The UK Corporate Governance Code highlights
 being satisfied that financial controls and
the two main features of the role:
systems of risk management are robust and
defensible
 constructive challenge
 help in developing stratergy  deciding appropriate levels of remuneration
for executive directors
Main Principle A.4
 a prime role in appointing and removing
Note the qualifications in each case: challenge executive directors
should be constructive and designed to advance
the debate rather than challenge just for the  a prime role in succession planning
sake of it; and the role of the non-executive
directors in strategy is to assist the chief  understanding the views of major
executive and senior management in their shareholders.
developing of a plan, rather than to claim it as
their sole preserve. More is said on each of these points in Martin
Webster’s User’s Guide to the UK Corporate
Read further into the Code and other roles are Governance Code which can be downloaded
assigned to the non-executives on the board without charge from our website at
across a range of governance issues – www.pinsentmasons.com.
 scrutinising the performance of UK Corporate Governance Code
management
 monitoring reporting of the company’s
performance
Useful links
Board Mentoring
www.boardmentoring.com
Corporate Heart
Corporate Heart is a Performance Consultancy which primarily works by developing people to
enhance results. Pauline Crawford, CEO and her team provide new perspectives on human
interaction in business, designed to build sustainable growth, success and capability. Their latest
research addresses “What men think about women at work” www.corporateheart.co.uk
Cranfield monitoring report
Downing Street press release
http://www.number10.gov.uk/news/pm-welcomes-progress-on-women-on-boards/
11 WOMEN ON BOARDS

13. © Pinsent Masons LLP 2011
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