Current practice of FTSE 350 Boards concerning the appointment, evaluation and development of directors, boards and committees post the Combined Code

摘要

The objectives of this study are to survey, post the latest Combined Code, current board practice concerning (a) the appointment, evaluation and development of directors and (b) performance evaluation of boards and their committees. The Company Secretaries of all FTSE 100 and 250 companies were invited to complete, online or on paper, a survey questionnaire designed to investigate several aspects of the performance of their Boards of Directors, including the impact of relevant parts of the latest Combined Code. The more positive findings are that: the Code's principles yield discernible benefits for board and company performances; board performance is most affected by new appointments which has implications for director induction; New Directors' roles and competencies are well articulated by Nomination Committees; a majority use explicit performance criteria; a majority of directors commit 3-5 days per annum to their professional development. Areas for attention suggested by the findings are as follows: a minority translate explicit performance criteria into specific improvement targets; some ambivalence characterises public disclosure of board evaluation results; evaluation of Committees' performance is less rigorous than for Main Boards; the powers and responsibilities of Subsidiary/Divisional boards are not well defined; only a minority of Nomination Committees focus on Descriptors of High Performance; traditional methods of Director selection and induction prevail; Non-Executive Directors' (NEDs') suitability to coach their Executive Director colleagues or other members of the executive team; only one in seven boards uses External Facilitators to assist in benchmarking their performance. The implications of these results are discussed.