Calling all women – please come in now

Lord Davis is calling for Britain’s listed Boards to have at least 25% female membership by 2015; the EC is wanting 40% female participation by 2020.  Yet recent reports show that the pace of change is too slow and these targets will not be met.  In her second guest blog, Kate Anthony Wilkinson asks why.

Last month a study by Cranfield School of Management said that there had been a “significant move in the right direction” since the Davis report, with female directors on top Boards at a record 15% (up from 12% in recent years), but that falls a long way short of the recommendations. 

So why, despite the surveys and report recommendations, the requirements of the UK Combined Code and the desire of many women to exert their influence at the highest level, are Britain’s listed Boards still “male heavy”?

In a recent report on the subject, Dr Ruth Sealy, of Cranfield School of Management, puts the blame squarely on childcare, stating that childcare is seen as the major barrier preventing women from being appointed to board-level posts in Britain. She in turn places the fault at the feet of the Government, advocating that unless the Government tackles the cost of childcare and gives mothers proper incentives to get back to work, it may never reach its goal of 25% female board representation. This, she believes,  is because the difficulties of maintaining a career whilst having children and the financial burden of childcare are both so great that many potential female directors drop out of the race. By the time children have moved onto school and become more self sufficient, the woman has often missed her place on the career ladder with very little chance of catching up again and making it to Board level. 

But is this the only perceived barrier? 

There can be no doubt given the make up of professional graduates and educational attainment that women have the appropriate level of formal education these days. So it is more a question of discrimination, or possibly more likely a sub-conscious bias amongst those already in “the Club”? After all there are still currently 11 FTSE100 companies where the Board remains a male domain. 

Lord Davis himself expressed concern about the “dinosaur” mentality shown by some Board Chairmen. He commented during an interview with The Telegraph in March, that:  “Some [FTSE100 chairmen] have really got it very quickly…but one or two are still dinosaurs. I would encourage them to talk to their daughters about it. One or two of them just haven’t got it. My plea to them is that they shouldn’t be chairman”. 

So it seems to be the old glass ceiling syndrome. Dr Sealy also points to some level of “bias” amongst some FTSE100 chairmen against promoting women into executive roles. Most of the new female board roles created over the past year have been non-executive roles, suggesting (she says) that chairmen felt there were not enough women out there to take up core roles. 

So it may be childcare issues; it could be the bias or dinosaur views of current chairmen and existing board members; or it might be ignorance of what women can bring to the party. But there are signs that shareholders are starting to question diversity as a key measure of board effectiveness and when the shareholders start to look more closely at Board composition, that may be the impetus, rather than Government targets, needed to open up more opportunities for women to bring their skills to the party for the benefit of our companies and Britain as a whole.

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Wanted – Men seek more Women!

 Man – Intelligent educated male (GSOH) in senior position seeks like minded woman to join him in foreign travel to push ahead with ambitious goals in pursuit of great expansion and fantastic rewards. Need to have good head for business and be hard working and dynamic; great benefits promised and guaranteed exciting times ahead; any woman considered! Reply Box xxx 

Is this really the new style of lonely hearts column appearing in the Weekend supplement, or what we may soon be seeing in the Business section of the Times? asks Kate Anthony Wilkinson. 

If the Government and Europe are to be believed, there is a dire shortage of, and urgent need for more women directors on the Boards of our companies. 

Despite high profile female directors such as Angela Ahrendts (Burberry) and Carolyn McCall (easyjet), the recent investigation led by Lord Davis into female presence on Britain’s listed Boards produced clear but discouraging evidence for those women striving to make their mark in business. During 2011 the number of female non-executive and executive directors appointed to FTSE 100 companies amounted to 26% and 9% respectively. That might sound reasonable, but when the FTS250 was taken a whole, the proportions fell further to 24% and 7% respectively. This doesn’t sound quite so positive when pitched against the fact that women are making up around half of all professional graduates. 

Lord Davis’ report advocated a voluntary target for all Britain’s listed Boards to have at least 25% female membership by 2015. If this does not happen he has warned that the Government will look to impose legal quotas. This may appear draconian in a free market economy, but the European Commission has already indicated it wishes to see 40% of board room post filled by women by 2020 and has also made it quite clear that if this is not achieved via voluntary action, it will introduce quotas across Europe. 

So a big cheer from all in the female camp but is any of this really new? 

For years there has been encouragement for companies to recognise the specific skills brought by women to company Boards and to motivate Boards to look at general diversification, not by way of targets or quotas, but by way of recognition of skills. The UK Corporate Governance Code clearly states in Supporting Principle to Main Principle B2: “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 links gender to skills – something which even men will find difficult to argue against. 

In Norway female participation in secured by a requirement to have at least one woman on a listed Board. In Britain, will a voluntary code for the next 3 years, with the threat of a compulsory quota system be enough to increase female participation on our listed Boards? Or are the existing male dominated Boards and, in some cases, their “dinosaur” Chairman thwarting the entrance of highly educated, dynamic, hard working and business driven women onto Boards?

What are your views?

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Family businesses – fair shares?

Family dynamics are such that within family businesses there is greater potential for disagreement than in other types of business. 

Conflict can often arise around the issue of shares.  But much of this can be avoided by making changes to the constitution (the articles) of the company from the outset. 

Here are our top 10 points to consider in this area before taking the plunge: 

  1. Consider if it is in the best interests of the business to be kept in the family.
  2. Once you’ve decided that, be clear about who should be the owners.  For example do you want only certain bloodline family members or perhaps all as owners?  You might also consider the new definition of partner and effectively family in the new Companies Act 2006.
  3. Think about in-laws and partners, particularly in the longer term. Consider the impact of divorce or relationship breakdown and don’t forget partners or spouses yet to come on the scene.
  4. Different classes of shares can have different voting rights so think about how who is to have control, how decisions are going to be reached – maybe there are some decisions that are key and should be undertaken by the whole family. Your company’s share structure and associated voting rights should reflect all of this.  For example, might it be useful to have non-voting rights attached to some shares? Consider also a suitable quorum for meetings of directors and shareholders. 
  5. What if you or a family member wants to sell their shares? Who should the shares pass to?  For what price?  How will this be calculated?  If you want other family members of the family to have them, consider if can they afford them? If not, should the company buy them?  How will you make sure that the company can afford to?  You may want to consider making some shares redeemable so investment can be made and then paid back at a suitable time in the future?
  6. Should there be restrictions on how many shares can be sold in a year?
  7. Dividends – what is fair?  What are the tax implications?  Do you need to keep some profit to reinvest or to buy shares a family member no longer wants?
  8. Consider the next generation and how they might be represented and encouraged? 
  9. In the event that a dispute gets serious, think about what you want to do to resolve it.  There are provisions that you can include in your articles to deal with this.
  10. Finally, think about who you want to inherit your shares? Who do you want to take over the business and very importantly when will you be ready for them to do so?

 In many cases, family businesses are well advised to enter into a shareholder agreement.  More on this will follow but in the meantime, contact helen_goose@jordans.co.uk or visit www.jordans,co,.uk

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