A FTSE FLEDGLING Company Secretary writes...
We currently have a new Chairman who is looking at the composition/size of the Board. Our current Board is made up mainly of Non-Executive Directors and three Executive directors with regular attendees (but not actual members of the Board) including (inter alia) the Legal Executive Director, the Company Secretary, the Director of Safety, Engineering & Standards and the Chief of Staff.
The current composition is five males, three females. Two NEDs have recently left and are to be replaced. Other attendees are those who just present for a particular topic.
It would be helpful to know the size and composition of your boards please, as well as attendees who are not Board members but attend every meeting.
Thank you.
8 directors – 5 women and 3 men
Non-executive chairman / 2 Executive Directors
Company Secretary standing attendee
All other executives and external advisors attend as required by subject matter.
More executives attend AC meetings by standing invitation on a regular basis.
10 Directors – 50/50 gender split
Company Secretary and Deputy Company Secretary also attend. Other executives only attend if there is a relevant item for them to present
7 directors – 4 men and 3 women – plus CoSec
(Non-executive chairman, 2 executive directors, 4 NEDs)
Only ‘standing’ attendee is the deputy company secretary. Other executives and external advisors attend only as required but not regularly.
Only non-Board attendee who attends all meetings is CoSec to advise the board and take minutes.
Others are invited only for specific agenda items.
Danger of having other management there for every Board meeting is that they could be perceived as shadow directors, or that exec directors aren’t sufficiently briefed on topics ahead of meetings.
Board size – min. no. of non execs dictated by the number of your execs to ensure independence, but max should be determined by your business size and geographic spread.
Our norm is:
7 directors
2 exec, 5 NEDs (1 of of our NEDs is non-independent)
2 female and 5 male (with aspirations to improve this!)
Only the Board and the Company Secretary attend for all items alongside the Deputy CoSec who takes the minutes. Other presenters attend for their item(s) only.
Five Board members; MD, FD, Commercial Director, Creative Director, Supply Chain Director. Occasional attendance by head of HR>
FTSE250 Market Cap £2.8bn food retailer. Non Exec chair plus 5 independent NEDs, CEO +FD. Only permanent attendee is Co Sec & GC (one role) Others when presenting or updating. CEO is female. Chair male. NEDs 3 women 2 men, one of which is from ethnic minority. One strategy meeting per year over two years when main board and Operating Board meet together.
Board – 8 members = Independent Chair, 5 Independent NEDs, 2EDs
3 women, 5 men. Shortly to drop to 2 women, 5 men. Intention to look at ethnicity for next appointment.
Only Board directors plus CoSec attend for the full meeting. Other join to present as necessary.
I wonder if your current attendees are due to your fledgling status and the need to have had greater support/cooperation between execs and Board in the company’s early days.
8 directors – 4 women and 4 men
Non-executive chairman
2 executive directors
Only ‘standing’ attendee is the company secretary. Other executives and external advisors attend only as required but not regularly.
It would be helpful to understand your sector, market cap and how global you are. It’s unfortunately quite difficult to comment without context. Many thanks.