Looking for talent in the boardroom

In the past, non-executive directorships were widely regarded as sinecures, lucrative positions with virtually non-existent workloads…

In the past, non-executive directorships were widely regarded as sinecures, lucrative positions with virtually non-existent workloads commonly offered to a friend of the chief executive or chairman over a round of golf, writes Caroline Madden.

Times have changed, though, and the easy ride once enjoyed by independent directors has gone the way of the long liquid lunch.

A cursory glance through the annual report of any major Irish plc will reveal that non-executive directors still command fees that the average PAYE employee would be very happy with as their entire salary.

However, the time commitments and onerous responsibilities that such positions now entail mean that potential non-executive directors are no longer quite so eager to throw their hat into the ring.

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According to an analysis of 20 of the 25 largest Irish plcs carried out by Matt Kavanagh, managing director of Advanced People Solutions, the average annual fees paid to a non-executive director has risen from 38,000 in 2002- 2003 to 58,500 in 2005-2006.

While this may seem like a large jump in remuneration levels, Kavanagh, who also lectures on the subject of director selection at UCD's Institute of Directors Centre for Corporate Governance, points out that the time demands of the role have also increased.

It is generally accepted that in the past some non-executive directors were getting very well paid for making very limited contributions to their company boards, he says.

If you look at not only the time issue, but at the risk to personal reputation, it is now becoming far less attractive for highly experienced business people to take on these directorships.

When preparation for board meetings and travel time are factored in, Kavanagh places the average time commitment for a non-executive director on the board of a major Irish plc somewhere between 15 and 25 days a year.

In addition membership of board sub-committees, and particularly chairmanship of an audit committee, with the largest plcs can add substantially to these averages, he adds.

Retired business people still tend to take up more than one non-executive directorship with a plc, but executives who try to juggle two or three additional plc board positions on top of their day job are finding themselves increasingly stretched. Slowly but surely they are starting to give up some of those positions, he says.

It is not just the time commitment though that is putting off executives, but the worry that they could well end up as the fall guy should things go badly wrong.

On the plc side, there is now much more onerous legislation in terms of accounting practices, says Kavanagh.

For example, Irish plcs with US listings are subject to the Sarbannes-Oxley Act and, in these cases the non-executive chairman now has to provide certification with regard to the accuracy of company accounts. There is no longer a "get-out-of-jail card", he says. The non-executive now has to be prepared to put his or her personal and professional reputation on the line.

The EBS boardroom battle that was played out very publicly earlier this year did little to improve the image of directors.

During the debacle, in which independent director Eithne Tinney fought (but narrowly failed) to retain her position, leaked memos revealing rifts in the boardroom proved damaging to some of the directors, bringing home the risk to reputation that directors now face.

Traditionally, a very small pool of well-known retired businessmen filled most of the non-executive positions on plc boards, but this is no longer necessarily the case as selection processes become less casual.

The new Combined Code 2006 - a voluntary code which applies to Irish plcs as part of Irish Stock Exchange listing rules - requires these companies to have an open, transparent and formal process for selecting non-executive directors.

Kavanagh works with companies to set up such processes.

"The first thing I get companies to do is actually do up a job description for the non-executive director position they are seeking to fill," he explains.

"It is important that they are very specific about the skills you are trying to attract."

He also advises companies on avoiding common pitfalls, such as automatically plumping for a high-profile candidate whose name will certainly look impressive on the company's letterhead, but who may not be able to make the necessary time commitment.

Not only are large companies now starting to appoint executive search firms and adopt a more formal approach to selecting non-executive directors, but they are also widening their net beyond the old boys club connections relied upon in the past.

Ten years ago many companies weren't even looking at executives in other companies, they tended to take on serving non-executives in other plcs, says Kavanagh. As a result the same old faces appeared again and again in different boardrooms. That is now changing.

The biggest plcs in the country are showing signs of change, making appointments that are not from the "usual suspects" and explaining the rationale behind such appointments in their annual reports.

For example, CRH appointed senior Dell executive Nicky Hartery partly because of the extensive logistical expertise he could bring to the boardroom, while ex-Jurys Doyle Hotel chief executive Pat McCann was appointed to Greencore's board, in part because of his marketing and brand building experience.

It seems that it is what you know, rather than who you know, that really counts in the boardroom these days.