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UK Board IndexCurrent board trends and practices at major UK companies

ContentsForeword 1Highlights of the 2015 UK Board Index 2Corporate governance in the UK 5Company culture and the role of corporate governance (Sir Winfried Bischoff) 7In the spotlight: What boards need to know about corporate culture 9In the spotlight: Building a board for the long term (Edward Speed) 13Our survey approach 17

Board composition Board size 19Independent directors 19New directors 20The roles of chairman and chief executive 20Age 21Diversity 22Added perspective: Gender diversity on executive committees 24Board meetings 29Length of service 29External commitments 30Board evaluation 30

Remuneration 31Committees 35In the spotlight: Diversity — a shareholder’s view (LGIM) 38

Comparison tables International comparison 41Board composition 46Board remuneration and committees 54

The Spencer Stuart Board Practice 66About Spencer Stuart 66

SPENCER STUART PAGE 1

Foreword

The Spencer Stuart 2015 UK Board Index is a comprehensive review of governance practice in the largest 150 companies in the FTSE rankings, providing a valuable indication of the state of boardroom health during 2014–2015.

Diversity remains an important theme for boards and this year, in addition to the gender and nationality of board members, we explore the dimensions of age and ethnicity. Of course, statistics cannot measure how effectively the semblance of diversity feeds into better debate and decision making — that is best left to the board evaluation for which, this year, 43% of boards used an external facilitator.

Now that the 25% target for women on FTSE 100 boards has been reached (in aggregate, though not on every board), the spotlight has turned on the diversity of senior management where there continues to be an issue; one that could take even longer to address. We examine the roles women occupy on executive commit-tees and conclude that the pipeline of potential non- executive directors among this important group remains thin.

In addition to the usual analysis of data on composition, remuneration and board committees, this edition contains thoughts from Sir Winfried Bischoff, chairman of the Financial Reporting Council, on the relationship between corporate culture and governance. We also include articles on “What boards need to know about corporate culture”, “Building a board for the long term” and, from LGIM, the largest UK pension fund manager, “Diversity — a shareholder’s view”.

We also publish a chart that shows how UK companies compare with other European markets and the US on a range of key governance measures.

As Spencer Stuart continues to observe corporate governance practices in UK listed companies up close, we hope that you will find plenty of interest in the results of our 2015 UK Board Index.

Spencer Stuart UK Board Practice

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Highlights of the 2015 UK Board Index

40%The percentage of women on FTSE

150 boards who are non- nationals

Female and foreign

Forty per cent of women on the boards of the top 150 UK listed companies are non- British nationals, compared with 30% of men. Besides being an indication of the importance of interna-tional talent to the UK economy, it demonstrates that boards are casting an increasingly wide net. Most FTSE 150 companies have an international footprint and finding directors with experi-ence in strategic overseas markets can be critical (although a number of the non- national women are in fact resident in the UK). Appointing women from abroad has clear benefits from a diversity perspective, although it could be argued that boards are increasingly having to look beyond these shores to find women with the requisite experience.

31.6%The percentage of newly appointed directors who are

first- timers

First- time directors

In the quest for new skills and more diverse membership, com-panies remain open to appointing directors who have not previ-ously sat on a listed company board. This year, 31.6% of newly appointed directors were first- timers, compared with 31% in 2014. Both years maintain the momentum from 2013, when the figure was just 11%. This is evidence that UK boards are being refreshed at a steady pace and that listed board experience is not the priority that it used to be for nomination committees. Following the financial crisis fewer senior executives were encouraged to sit on outside boards, but that trend seems to be reversing. This year, 47.4% of all new directors were active executives (as opposed to portfolio directors) and among first-time directors 67.8% were active executives.


Female chairmen

The number of female chairmen (all but one refer to themselves as chairman) has never been higher. Just two years ago there were only two among the top 150 companies. Several of the chairmen are former CEOs, though not of listed companies — not surprising given how few women have held such roles. All but one of the chairmen have a banking/financial services back-ground. Current female chairmen are: Dame Helen Alexander (UBM), Sarah Bates (St. James’s Place), Dame Alison Carnwath (Land Securities), Karin Forseke (Alliance Trust), Susan Kilsby (Shire) and Manjit Wolstenholme (Provident Financial). Since our cut- off date, Anita Frew has been appointed as chairman of Croda International.

6The number of women chairing FTSE 150 boards

Non- executive director fees

The average total fees for non- executive directors in the top 150 companies is £88,100. Excluding senior independent directors, the average is £82,002. This includes the retainer, committee fees and attendance fees (where paid). As the chart on page 34 shows, this compares favourably with the Netherlands, Italy and France, but is lower than the total fees paid to directors in Spain, Germany and the US. The average retainer paid to non- executives is £63,229. Whereas the total fees paid to UK direc-tors are on average 35% higher than the retainer, in the US the difference is 143%. In the US attendance fees are more common.

£88,100The average total remuneration for

non- executive directors

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highlights of the 2015 uk board index

58The number of

FTSE 150 directors identified as

having a BAME background

Ethnicity

This year, in response to the UK government’s stated intention to encourage more ethnic diversity in the boardroom, we have sought to determine the number of directors in the top 150 FTSE companies who fall into the BAME category (black, Asian and minority ethnic). Among companies headquartered or mainly operational in the UK, western Europe, the US and Australia, we were only able to identify 58 directors with a BAME background. Seventeen of these are British citizens — under 2% of the total number of British directors.

17.2%The percentage of women on FTSE

100 executive committees

Women on executive committees

As in previous years, we have been tracking membership of senior management teams, an area where the Davies Review is now focusing its attention. There has been a slow but steady increase in the proportion of executive committee members who are women, rising to 17.2% from 15.8% in 2014 and 13% in 2013 It is worth noting, however, that the proportion of women among non- executives (28.4%) is far higher than the proportion of women in the senior executive ranks of the companies they oversee. For more detailed information on the make- up of exec-utive committees, see page 22.


Corporate governance in the UK

The year since our last edition has been one of consolidation. Following the publi-cation by the Financial Reporting Council (FRC) of the new UK Corporate Governance Code in September 2014, companies have been working on how best to implement its recommendations.

The pressing issues for boards this year and in 2016, therefore, are similar to those of last year:

Risk management: Attention will focus on expanding beyond capital and finan-cial risk to a more holistic approach, including digital/technology risk and reputa-tional risk, where damage can easily outweigh the original problem. In September 2014, the FRC also published new Guidance on Risk Management, Internal Control and Related Financial and Business Reporting. This updated and brought together the 2005 Turnbull Guidance and 2009 Going Concern Guidance.

impRoving the quality of explanation: While most companies in the FTSE 350 do comply with almost all of the Code’s provisions, there is room for improvement in the quality of explanations where they fail to do so.

BoaRd succession: Longer- term thinking in the recruitment of new directors will continue to move up the agenda. Boards are planning beyond just replacing board members as they retire, but further ahead to identify long- range challenges facing the board. They are assessing the balance of skills and expertise required to ad-dress these challenges, and asking how they can start early to attract and engage with the right potential candidates. This approach also broadens the diversi-ty debate.

a diveRse pipeline: The target of 25% women on boards of FTSE 100 companies by 2015, set by the Davies Review in 2011, was reached in July. As we go to press, the Davies Review has upped the ante by setting a new target of 33% women by 2020 for FTSE 350 companies. The 25% target was achieved largely by non- executive appointments; the important issue of women in the senior executive pipeline remains.

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corporate governance in the uk

On the EU front, the FRC and Government are working on the implementation of the 2014 Audit Directive and Regulation and the implications of the directive on disclosure of non- financial and diversity information. This directive aims to improve and make more consistent social and environmental reporting by larger entities.

Globally, the OECD launched a new edition of its Principles of Corporate Governance at the G20 meeting in September 2015. These principles, first pub-lished in 1999, aim to provide recommendations on shareholder rights, remunera-tion, disclosure, institutional investors and how stock markets should function. The G20/OECD hope that by promoting good governance, countries will be able to create a business environment conducive to investment and economic growth.

At the time of publication, the FRC is asking for contributions to its Culture Project. The project involves a group of workstreams that will in due course produce mate-rial that will replace the existing Guidance on Board Effectiveness. Key topics in-clude the relationship between performance drivers and values, and how compa-nies’ behaviour measures up against the culture, values and ethics they purport to espouse. They will also examine how a company’s culture stands up under pres-sure; ask if different parts of a business can have different cultural approaches, as well as looking at how the induction of new hires ensures that the culture is em-bedded in the entire workforce.

This review cannot conclude without acknowledging the death in September 2015 of Sir Adrian Cadbury, author of the 1992 report that has formed the basis of cor-porate governance standards around the world. As Sir Geoffrey Owen wrote in his obituary of Sir Adrian in the Financial Times, he “set in train a process that trans-formed the way British boards are run.”


Company culture and the role of corporate governance

by Sir Winfried Bischoff

The legacy of Sir Adrian Cadbury, who died this year, is the UK’s Corporate Governance Code, which he pioneered in 1992. The Code and its “comply or explain” approach are widely regarded as having brought about high standards of corporate governance through a balanced and proportionate approach to regulation.

In the Cadbury Report, Sir Adrian said

“The principles on which the Code is based are those of openness, integrity and accountability. They go together. Openness on the part of companies, within the limits set by their competitive position, is the basis for the confidence which needs to exist between business and all those who have a stake in its success. An open approach to the disclosure of information contributes to the efficient working of the market economy, prompts boards to take effective action and allows share-holders and others to scrutinise companies more thoroughly.”

This reminds us of the relationship between company culture and the role of cor-porate governance. What I hear from chairmen and non- executives is that while culture is paramount, it is also one of the most difficult things that boards have to deal with. Boards can struggle to get to grips with what they often see as a nebu-lous and intangible issue.

I am pleased that Spencer Stuart is focusing on corporate culture in the 2015 UK Board Index. The Financial Reporting Council recognises how challenging it can be to align the culture of an organisation to its purpose, values and strategy. This is why the FRC has launched a market- led initiative to gather practical insight into corporate culture and the role of boards.

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company culture and the role of corporate governance

Discussions with FTSE board chairmen have helped us to identify key themes, which we are now exploring through four workstreams of the Culture Project.

deliveRing sustainaBle success: includes the role of the board and alignment between the company’s purpose, values, strategy and culture.

people: includes the role of recruitment, training and reward and the alignment of policies and processes with values.

stakeholdeRs: includes a company’s relationship with suppliers, customers and shareholders, and its impact on communities and the environment.

emBedding and assuRance: includes measurement and indicators of culture, monitoring culture and providing assurance to the board and management on culture.

We will publish a report on our observations from the input we receive and en-gagement we have, and update our Guidance on Board Effectiveness to ensure it continues to be a valued resource. We have secured a number of partners, creating a broad coalition of organisations and individuals to share experience and exper-tise. In this way we can learn from each other about the issues surrounding culture. We hope the results of the project will continue to keep the UK at the forefront of corporate governance and help to maintain confidence in the UK market in order to attract responsible, sustainable investment.

Sir Winfried Bischoff is chairman of the Financial Reporting Council


What boards need to know about corporate culture

Boards can help to foster long- term shareholder value by deepening

their understanding of their company’s culture, placing it on the

board agenda and ensuring management is forging a culture aligned

with the business strategy.

Culture rarely appears on board agendas. Despite its sizable contribution to busi-ness results, few boards oversee culture with anything like the rigour they do strat-egy, risk or CEO succession planning.

A company’s culture can make or break the most insightful strategy or the most experienced executives. Healthy cultural patterns can produce innovation, growth, market leadership, ethical behaviour and customer satisfaction. A damaged cul-ture can impede strategic outcomes, erode business performance, diminish cus-tomer satisfaction and loyalty, and discourage employee engagement.

If “culture eats strategy for breakfast”, as the saying goes, why then do boards not engage more actively in overseeing it? We see several reasons for this:

lack of BoaRd owneRship: No one exerts more influence over corporate culture than the company’s leaders. The CEO and management team own culture, not the board. As a result, boards tend to give the issue of culture a wide berth, expecting the CEO to raise cultural issues when needed.

lack of BoaRd visiBility into the cultuRe: Directors rely on the management team to bring information about corporate culture to the board. Because directors are distant from the organisation’s day- to- day activities, it’s not easy for them to have a clear sense of the company’s culture.

lack of a defined BoaRd Role: The board’s role in cultural oversight is not as clearly defined as areas such as executive compensation or risk oversight.

In the spotlIght

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what boards need to know about corporate culture In the spotlIght

lack of a shaRed vocaBulaRy. Without a shared language or framework to discuss culture — or data about the health of the culture — directors and execu-tives don’t know where to start or how to have a productive conversation about it.

Spencer Stuart has found the following questions to be powerful in helping direc-tors to better understand culture, setting the company on the right path when it comes to this important area.

What is the current culture of the organisation?

Culture is not the aspirational values posted on the staff noticeboard. Culture is the culmination of the shared values, beliefs and assumptions that shape the behaviour of the organisation. These “unwritten rules” guide the thousands of decisions employees throughout the company make every day. Boards should ask: What are those unwritten rules that everyone knows, but can’t necessarily articu-late clearly?

How well- aligned is our corporate culture with our strategy?

A high- performing organisation whose culture and strategy are strongly aligned produces more financial growth and better employee engagement. By contrast, a troubled or misaligned culture can result in prolonged underperformance by the business or specific business units, as well as internal conflicts and poor employee engagement. This in turn can lead to low levels of customer satisfaction and loyalty. Boards should ask: What organisational behaviours are required to achieve our strategy? How well do we demonstrate those behaviours today? What do we meas-ure to understand the extent to which those behaviours are happening? What do these findings tell us about our culture relative to our strategy? Where do organisa-tional behaviours open us up to risk?

What is the difference between our current and ideal corporate culture?

Effective leaders can describe both the culture as it currently exists and the culture to which the organisation aspires. This ability is sometimes called “cultural fluen-cy,” and it is a critical skill for leading on culture. Boards should ask: What is the difference between our current and ideal culture? What cultural impediments do we face and how will we overcome them? Where do our most influential people, those who “get” our ideal culture, reside within the organisation? Are they being deployed effectively?


How well do our organisational structure and practices support our ideal culture?

Structures, processes and practices exert significant influence on shared behav-iours, and business success can be impeded when these are not aligned with the ideal culture. Boards should ask: When a necessary and thoughtfully planned organisational change is not going well, what aspects of the culture could be get-ting in the way? How might different compensation structures help to shape differ-ent types of organisational culture?

How do we consider culture in our succession plans?

Culture evolves over time. Boards will want to understand how talent management systems, employee evaluations and executive recruiting are likely to shape the company’s future culture. In succession planning discussions, directors can ask: To what extent do individuals’ leadership styles contribute to the culture we strive to achieve? Where are there gaps in our leadership capabilities and how will we close them? How does our talent development process advance our ideal culture?

How can we contribute to the right tone at the top?

While board behaviours have less influence on culture than those of the CEO and management team, boards do set a tone at the top, which, in turn, has an impact on the company’s culture. Boards should be aware of what that tone is and how they contribute to it. They can ask themselves: How do our boardroom behaviours advance the right tone at the top? What changes would we like to make in our behaviour or composition to enhance our contribution to setting the right tone for the company?

Where on the board agenda should we put questions about culture?

As expectations on boards continue to grow, so has the board agenda. Given their current demands, boards are unlikely to tackle questions about company culture unless the issue is explicitly part of the agenda. To make sure that it is, boards can ask: Where on the annual board calendar should culture fall? What culture models or frameworks could be useful to adopt? Are we embarking on a period of change — the arrival of a new CEO, a crisis, a new strategy or a merger — that could influence our values and culture?

SPENCER STUART

what boards need to know about corporate culture In the spotlIght

A framework for thinking about culture

Spencer Stuart’s framework for assessing organisational culture is rooted in the insight that a surprisingly limited set of rules can result in highly complex and diverse behavioural patterns. Every organisation, and every executive, must address the inherent tension between two critical dimensions of organi-sational dynamics:

attitude towaRds change: Open to change (flexibility, innovation, inquiry) versus managed change (stability, proven processes, control).

attitude towaRds people: Independent (individual initiative, self- empowerment) versus interdependent (collaboration, power through groups, interaction).

A company’s culture is defined by where an organisation falls on these two dimensions, and this reflects how thousands of employees make individual decisions to manage the costs and benefits associated with those tensions over time.

Applying this insight, our culture model and diagnostic tools help companies understand their current culture, identify the cultural styles that support its strategic imperatives and diagnose how the culture may need to evolve in order to align with strategy.

Conclusion

Corporate culture is one of several critical levers for creating shareholder val-ue — one that many companies underutilise. Boards can do more to help ensure that senior management is effectively monitoring and guiding corpo-rate culture to make the most of this important contributor to business perfor-mance. By placing culture on the board agenda and asking the right questions, boards can help to ensure that culture supports business strategy, while pre-serving the boundary between governance and management.


Building a board for the long term

by Edward Speed

By looking after the long- term interests of the company, directors can

foster an environment that creates sustainable value for all

stakeholders.

Short- term thinking increasingly dominates corporate decision- making, particularly in the listed sector. The Focusing Capital on the Long Term initiative, of which this abridged article is a part, established that the many causes of short- term think-ing include:

> The financial crisis of 2008 and ensuing recession

> The pressure of quarterly earnings targets

> The increased regulatory and compliance burden

> Ill- conceived management incentive schemes

> Heightened perception of risk due to proliferation of information

These have stifled the ability of company boards to make the bold investments in the future that will secure the long- term health of the business, which is the board’s ultimate responsibility.

Shaking free from pervading short- termism caused by all of the above requires discipline, nerve, shared values and strong board leadership. The chairman has to take a strong lead, philosophically and practically. Decisions that merely satisfy short- term demands must be countered with a clear articulation of the company’s long- term vision.

Long- term vision and strategy

If we define the long term as more than five years, then how many boards (or management teams) spend any significant time developing a truly long- term vision for the business?

In the spotlIght

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by edward speedIn the spotlIght

We argue that such a vision is a necessary precursor to the development of strategy, acting as the lodestar guiding the board and management as they look beyond the five- year horizon.

Boards and CEOs should display greater confidence in communicating their organ-isation’s vision to the market and to all stakeholders rather than keeping their longer- term thinking under wraps for fear of a negative reaction.

CEO alignment

One of the board’s main tasks is to minimise the principal- agency problem. Gearing senior executive reward packages towards performance- based objectives that stretch over five years is more likely to lead to the desired behaviour.

CEOs who have to hold their shares beyond their retirement or departure date will, we think, be more concerned about their legacy and the performance of their successor, since some portion of their wealth will remain locked up in the busi-ness. A well- managed CEO- succession process is vital for creating stability and continuity in the organisation and for reassuring investors.

The right board

Every board has to consider carefully the trade- off between independence and knowledge, hiring directors who have experience in a relevant industry and a sophisticated understanding of the business; directors who know where its source of value lies and who can dedicate enough time to make a difference.

The board needs to consider four critical issues:

First, having the best possible talent around the boardroom table really matters; each individual should bring a unique set of skills and experiences directly relevant to the company’s strategy. Every new appointment to the board should be framed by the question, “Will this person uphold the long- term vision of value creation for the business?”


Second, directors must spend more time in the role and have fewer commitments. They should have the necessary skills, experience and understanding of the busi-ness to engage effectively and critically with management on strategy. Boards would do well to impose tougher rules on the number of directorships an individu-al may hold.

Third, directors need to be rewarded at a level that reflects these expectations. Director fees should reflect the need for a deeper level of engagement (which might include an equity element).

Fourth, chairmen can strengthen a board’s long- term thinking by importing direc-tor talent from industries that are by their nature oriented towards the long term. Listed boards could even benefit from the experience of family- controlled business-es that hire directors who share their belief in preserving the company for the next generation.

Boards need directors who will become closely identified with the long- term vision for the business and are prepared to place the big bets. Some directors are more concerned with avoiding problems than making critical decisions for the business that may take time to bear fruit. Excessive risk aversion is as dangerous for the business as reckless behaviour is at the other end of the spectrum.

Leadership and communication

It is impossible to overstate the importance of board leadership. The chairman must have sufficient conviction, influence and resilience to stand firm in the face of short- term pressures. He or she is ultimately responsible for assembling the most engaged and knowledgeable team of directors possible to assist in this goal.

The chairman’s commitment to the long- term health of the company needs to permeate the board and filter through to the whole organisation. The board has a responsibility to ensure that the CEO is aware of and actively managing culture and values, articulating the company’s strategic vision in a simple, clear and con-sistent way to audiences inside and outside the organisation.

SPENCER STUART

by edward speedIn the spotlIght

Board- effectiveness review

The principle of long- term planning should apply as much to the board as it does to the business. The board’s propensity for long- term thinking can be teased out in a properly conducted board- effectiveness review that should contain specific questions relevant to the long- term orientation of the business.

If long- term considerations are going to prevail over short- term interests, then the board has to become bolder and more courageous in exercising its collec-tive responsibility, setting the tone for the business to think about its mission in a different way. Directors do not have to accept that their hands are tied, that they are simply there to do the bidding of shareholders who may only be fleetingly involved with the company. They can make a difference by commit-ting themselves more deeply and exclusively to the business and by ensuring that all board activities and interactions with management and investors are underpinned by a clear understanding and articulation of the organisation’s long- term vision and values.

Edward Speed is chairman of the worldwide board of Spencer Stuart


Our survey approach

The 2015 UK Board Index covers the largest 150 companies listed by market value at the end of April 2015, excluding investment trusts.

There are 14 changes of constituent from last year. New entrants cover the whole spectrum of sectors, from housebuilding to insurance to software to online food delivery. Two of the new entrants, AA and Just Eat, completed their IPO in 2014 and have moved straight into consideration. Of those companies that have fallen out of consideration, 13 have slipped down the rankings. The fourteenth, Resolution, had become Friends Life and was acquired by Aviva at the end of 2014.

Catlin, a new entry, was acquired by XL Group in May 2015, after the constituents were compiled. At the time of publication, there are outstanding offers: for BG Group by Royal Dutch Shell and Rexam, by Ball Corporation.

The proportion of foreign companies in the universe remains at around 10%.

The purpose of the survey is to provide the most comprehensive possible review of practice in the largest companies at a given point, to compare it with previous years and to identify major trends.

Information was compiled from publicly available sources and all companies were sent the proofs of their data for approval before publication.

As before, chairmen are described as full-time or part-time, as companies prefer not to categorise their chairman as executive or non-executive. The split of execu-tive and non-executive directors therefore excludes them. Chairmen are, however, included in categories such as foreign directors, women and average age. We have amended our definition of what constitutes a foreign director — this is explained fully in the relevant section of the commentary.

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our survey approach

In the data tables, we have removed two columns: the column indicating whether the chairman is full time or part time and the column indicating whether the chair-man is also the CEO. We have, however, captured the data and included our analy-sis in the commentary. For companies where the chairman is also the CEO, this is indicated in footnotes in the remuneration table. We have added to the composi-tion tables data on new directors, that is to say the number of executive and non-executive directors appointed in the year to the cut-off date.

Where companies report in a currency other than sterling, figures are as reported, with the Bank of England average exchange rate for the year used for conversion.

Board composition data were taken at 30 April 2015 and the remuneration data are, for the most part, those published in the latest annual report.


Board composition

BoaRd size The average board size in the top 150 FTSE companies is 10.3, the same as in 2013 and a slight decrease from 10.5 in 2014. There was an increase in boards with eight or fewer members and in boards with between 12 and 14 members. The percent-age of boards with between nine and 11 members declined, but nevertheless still makes up almost half of all boards.

table 1

Board size

2015 2014

8 or fewer directors 24% 18.7%

9 to 11 47.3% 56%

12 to 14 22.7% 19.3%

15 or more 6% 6%

the broader vIew: Average board size

BEL CHE FRA DEU ITA NLD DNK FIN NOR SWE RUS ZAF ESP TUR UK USA

10.3 10.3 14.3 16.2 11.9 10.7 9.9 7.9 8.2 9.7 10.3 12.5 10.9 9.8 10.3 10.8

independent diRectoRsNon- executive directors, excluding chairmen, account for 71.5% of all directors, the highest level since 2012. In the intervening years it fell to 63%.

For the second year running, 93.9% of non- executive directors (excluding chair-men) were deemed independent. 122 out of the top FTSE 150 company boards consider all their non- executive directors to be independent (compared with 124 in 2014 and 128 in 2013). 60.5% of all directors are deemed independent.

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board composition

There are still some companies that do not comply with the independence require-ments as set out in the UK Corporate Governance Code. Reasons for non- compliance include having a larger number of executive directors, and retaining directors who can no longer be considered independent having served more than nine years, but who continue to make a significant contribution to the board. Recently listed companies often retain directors who represent major shareholders. If they are non- compliant at the time of listing, they indicate a timetable for rectify-ing this and, in our experience, almost always achieve compliance.

There has been a slight increase in the proportion of non- executive directors who serve as active executives in other companies versus portfolio directors. This year the percentage split is 37/63, versus 34/66 in 2014.

the broader vIew: Independent directors


43.3% 88.3% 58% 60% 49.2% 66.8% 76% 84% 80% 62% 35% 58.1% 39% 33% 60.5% 84%

new diRectoRs 14.4% of all directors in the top 150 companies were appointed in the 12 months prior to 30 April 2015. 14.9% of non- executive directors and 12.8% of executive directors were newly appointed in the past year. Of these newly appointed non- executive directors, 31.6% are serving as non- executive directors of a quoted board for the first time.

Among the new directors the percentage split between directors who serve as active executives in other companies and portfolio directors is 47/53 compared with 45/55 last year.

the Roles of chaiRman and chief executiveAmong the top 150 FTSE companies there are two boards in which the chairman doubles up as the chief executive. One of these, AA, listed during the year under review and intends to separate the roles once its current transformation is com-plete. The other is Hikma Pharmaceuticals, a family business, where the chief executive took on the additional role of chairman upon the retirement of his father, who founded the business.


ageThe average age of directors in the top 150 FTSE companies has barely changed. Non- executive directors have an average age of 59.4 years compared with 59.3 the previous year. Executive directors have an average age of 52.6 years, slightly higher than the previous year (52.4).

The average age of chairmen is 64.1 years. The average age of female chairmen is 56.8 years.

The average age of female directors is lower than their male counterparts — 56 compared with 60.7. The average age of female executive directors is 49.5 com-pared with 52.9 for male executives. Female chief executives are also younger than their male counterparts. Their average age is 49.8 compared to 54 for male CEOs.

It is interesting to note that two companies in our sample had an average age under 50: Capita and Just Eat. By contrast, 49 boards did not have a director under 50, either executive or non- executive. 84 boards did not have a non- executive direc-tor under the age of 50.

56.8

64.1

Chairmen/chairwomen

49.854

Chief executives

49.552.9

Executive directors

5660.7

Non- executive directors

Women Men

Average age Average age of men and women on FTSE 150 boards

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board composition

diveRsityWomen directorsThe number of women serving as directors in the top 150 FTSE companies has continued to grow at a steady if not spectacular pace. As the chart below shows, there has been an increase in the proportion of women in seven out of eight cate-gories. The one exception is CEO, where at our cut- off date eight women held the role compared with nine the previous year.

23% of all directors in the top 150 companies are women, compared with 20.6% in 2014.

28.4% of non- executive directors are women, compared with 25.9% in 2014. This equates to 318 directorships, although these are in fact held by 285 women.

7.9% of executive directors are women, compared with 6.5% in 2014. 17.7% of boards have a least one female executive director compared with 17.3% last year.

Among FTSE 100 companies, the percentage of female board directors was 24.5% at our cut- off date. By July 2015 the target of 25% female representation on FTSE 100 boards set by the Davies Review in 2011 had been met, although there is some ambiguity over this figure. The original report states: “FTSE 100 boards should aim for a minimum of 25% female representation by 2015 and we expect that many will achieve a higher figure.” This forecast has proved correct. While the

6.5 7.9

15.8 17.2

Chief executives

ExCo’s

35.3 35.7

6 5.3

New execs Chair

25.928.4

3.3 4

New non- execs

Execs

20.623

11.815.4

All board Non- execs

2014 2015

Women on boards Percentage of women on FTSE 150 boards and FTSE 100 executive committees


Davies Review target has been met in aggregate across all FTSE 100 companies, a total of 57 companies had not reached the 25% target at our cut- off date. 21 com-panies had less than 20% women on the board and 12 companies had only one female director.

However, eight companies had either five or six female directors in total: InterContinental Hotels Group and Unilever have achieved gender parity, each with six women and six men on the board.

There were eight female chief executives and six female chairmen in the top 150 companies at the cut- off date. These numbers have been on the rise, albeit slowly. In 2013 there were only six female chief executives and two female chairmen.

12.7% of senior independent directors and deputy chairmen are women.

17.7% of boards have a least one female executive director, compared with 17.3% last year.

35.7% of newly appointed non- executive directors are women. This figure has been slowly declining, down from 38% in 2013. Among newly appointed executive direc-tors women make up 15.4%, up from 11.8% last year.

19.6% of all female directors were appointed in the past year, almost the same as the previous year (20%).

The pace of change on UK boards has been significantly greater than in the US:

table 2

Women on boards

UK increase US increase

Since 2010 100% 25%

Since 2005 150% 33.3%

the broader vIew: Women on boards


24.2% 19% 34.3% 24.9% 22.4% 21.6% 23% 30% 42% 25% 7.3% 20.9% 14% 9.5% 23% 19.8%

SPENCER STUART

added perspective: gender diversity on executive committees


added perspectIve: Gender diversity on executive committees

We continue to examine the gender diversity on FTSE 100 executive committees. The executive committee (ExCo) is the senior executive team of a company and therefore among the most common sources of potential new non- executive direc-tors for quoted companies.

Only 76 companies make the membership of their ExCo public.1

There has been a slow but steady increase in the proportion of executive commit-tee members who are women, rising to 17.2% from 15.8% in 2014. However, the pace of change at the senior executive level continues to lag behind what is hap-pening in the boardroom. This does not bode well for the pipeline of future board directors.

> There are 784 ExCo members in the 76 companies we analysed. The average size of the ExCo is 10.3 members.

> 135 ExCo members are women — 17.2%. By contrast, 24.5% of non- executive directors are women.

> 50% of ExCos include two or more women.

> 16% of the ExCos are all- male, compared with 25% in 2012.

> 23% of women on ExCos hold a non- executive directorship on another listed company, compared with 16% last year.

> 27% of women on ExCos are in general management roles, down from 32.5% last year.

> 30% of women on ExCos are in HR roles, up from 23% last year.

1 “Executive Committee” is the most common name given to the senior management team, but there are numerous variations, including Operating Committee, Operating Executive, Management Board, Leadership Team and Corporate Executive Team. Companies are under no obligation to publish the composition of their senior management teams.


PAGE 25 SPENCER STUART

ExCos and female CEOs

ExCos of companies that have a female chief executive have a higher than average proportion of women (see chart). This is less likely to be the case on ExCos where the board chairman is a woman (albeit a small sample of companies).

BTG easyJetImperial

Tobacco Group KingfisherRoyal Mail

Severn Trent plc

Female ExCo members (%) 23.1 45.5 22.2 50 25 60

Female ExCo members across Europe

The low numbers of women on ExCos is a Europe- wide phenomenon, as the chart below shows. Only ExCos in Sweden and Norway have a higher proportion of women than the UK.

the broader vIew: Female ExCo members (%)

BEL CHE FRA ITA NLD DNK FIN NOR SWE TUR UK

16.1% 6.4% 11.6% 8.6% 12.9% 10% 15% 20% 22% 9.8% 17.3%

Women executives Roles of women on executive committees in the FTSE 100

Human resources30%

General counsel/Company secretary11%Corporate affairs/comms/marketing10%

Divisional/regional CEO23.3%Group CEO3.7%

Other14.6%Group CFO7.4%

> The average age of women on FTSE 100 executive committees is 50.

> There were eight companies with four or more women on their ExCo, two of whom have a female CEO.

> 72% of ExCo members are UK nationals. 28% are foreign, of whom 10% are from the US.

> The largest ExCo was the management commit-tee at M&S with 21 members; the smallest was Fresnillo with four members.

SPENCER STUART

board composition

Foreign directorsIn previous years we have considered every non- British national to be a foreign director. This year we have taken a different approach, since our constituent group includes a significant number of companies who are headquartered or have their origins abroad. So in this edition of the UK Board Index we define foreign directors as being of a different nationality from the company on whose board they sit.

This year, 32.1% of directors were foreign, a figure that has remained steady for several years (despite the change in definition). 76.7% of boards have at least one foreign non- executive director; 45.6% of boards have at least one foreign executive director. When all directors are included the figure rises to 79.3%, a slight increase from 78% in 2014. 39% of the board directors appointed in the 12 months prior to the cut- off date are foreign.

16% of chairmen have a nationality different from that of the company. Among chief executives this figure is 28.2%. On 11 boards both the chairman and chief executive are foreign.

The majority of foreign directors (58%) come from countries where English is the first language.

The average number of nationalities on each board is 3.2. This is more than most countries in which we produce a Board Index, although collectively boards in the Netherlands (4.4) and Switzerland (6.1) have a broader representation of na-tionalities.

Foreign directors Most common nationalities of non- British nationals

American34.1%

French7.3%South African6.4%

Irish7.5%Dutch4.9%

German4.7%Other30.5%

Australian4.7%


18 of the top 150 FTSE boards have six or more different nationalities represented. The boards of British American Tobacco and Reckitt Benckiser each have nine different nationalities among their 13 and 15 directors respectively. By contrast, 37.3% of boards have no more than two nationalities.

the broader vIew: Foreign directors

BEL CHE FRA ITA NLD DNK FIN NOR SWE RUS ZAF ESP TUR UK

32.6% 62% 33% 7.7% 42.7% 42% 35% 29.6% 24% 22.2% 21.3% 12.5% 15% 32.1%

EthnicityThis year, in response to the UK government’s stated intention to encourage more ethnic diversity in the boardroom, we have sought to determine the number of directors in the top 150 FTSE companies who fall into the BAME category (black, Asian and minority ethnic). Establishing the ethnicity of directors is problematic and we recognise that until companies are required to disclose the ethnicity of board members (and definitions are unambiguous) the results of our own research may not be comprehensive. With that caveat, we looked at the boards of those companies headquartered or mainly operational in the UK, western Europe, the US and Australia, and were only able to identify 58 directors with a BAME background. 17 of these are British citizens — under 2% of the total number of British directors.

Foreign directors Origin of non- British nationals by region

Europe38.4%

Asia/Pacific10.7%Africa/Middle East

South America

9.5%3.7%

North America37.7%

Dutch

German

Other

Australian

SPENCER STUART

board composition

Breadth of diversity in the boardroomTrue diversity on a board is made up of a variety of elements, several of which cannot easily be quantified. Recognising these limitations, we analysed the diversity of boards across four measures: age, ethnicity, gender and nationality. While age is no barrier to effectiveness on a board, it is a potential component of diversity.

Companies in certain sectors have boards that are diverse in specific ways, for example mining and life sciences companies whose international footprint is reflected in the large number of foreign directors. However, there are some boards which can demonstrate significant diversity across the spectrum. The three exam-ples below, each from the consumer sector, compare the board’s diversity across these four measures with the index of the top 150 companies.

Average of top 150 companies Reckitt Benckiser InterContinental Hotels Group Diageo

Directors aged <50 years

5

20

8.3 9.1

BAME

23.126.6

5045.5

Female directors

13.3

6.7 8.3 9

31.5

60

41.7

63.7

Foreign directors

Board diversity: three examples Board diversity metrics at Reckitt Benckiser, InterContinental Hotels Group and Diageo (percentages)


BoaRd meetingsThe average number of scheduled board meetings is 7.7 per year. 59.3% of boards hold between six and eight scheduled meetings.

table 3

Board meetings per year

<5 5 6 7 8 9 10 >10

2015 (%) 4 5.3 23.3 16 20 12 13.3 6

2014 (%) 2 6.7 20.7 20 19.3 14.7 6.7 10

The number of boards holding more than 10 scheduled meetings has been decreas-ing in recent years. In 2013, 24.2% of boards had more than 10 board meetings. This year only 6 per cent had more than 10 board meetings. These figures do not include ad hoc meetings or telephone calls.

length of seRviceThe length of service on the top 150 UK boards has remained consistent. The average tenure of non- executive directors is four years, which is a slight decline from 4.2 years in 2014. Chairmen’s tenure is exactly the same as last year, with an overall average of 4.6 years. The average for executive chairmen is 7.4 years and for non- executive chairmen 4.4 years.

The average tenure of chief executives is 5.4 years, which is close to last year’s 5.3 years. At the cut- off date, 17 CEOs had been in position for more than 10 years and three for more than 30 years. By contrast, 41 CEOs had been in their roles for less than two years.

The tenure of finance directors declined sharply from 5.1 to 4.5 years. This is partly explained by the fact that there were 30 appointments of new finance directors in the year in question, compared with 10 in the previous year.

SPENCER STUART

board composition

exteRnal commitments75.5% of chairmen hold at least one additional listed company directorship, slightly more than last year (73%).

40.1% of chief executives have an external listed company directorship. This figure has been rising in recent years, up from 37.7% in 2013 and 39% in 2014 (in 2009 it was 47%).

25.8% of finance directors have an external listed company directorship, down from 28% last year (in 2010 it was 41%).

BoaRd evaluationThe pattern of board evaluation is similar to previous years because companies follow the recommendation of the UK Corporate Governance Code, which is to undertake an evaluation each year and use an external facilitator at least once every three years.

This year, 55.3% of companies conducted a board evaluation using internal resources and 43.3% used an external facilitator. Two companies did not conduct a formal board evaluation. Neither company had been listed for a full year and each indicated that they were intending to carry out a formal board evaluation in the coming year.


Remuneration

chaiRmenThe average remuneration for part- time chairmen increased by 4.6% this year from £351,977 to £368,292. As in the previous year, remuneration for part- time chairmen ranges from £30,000 to £1,150,000. In the UK, chairmen almost always receive a flat fee, regardless of any committee work they might perform. The average remu-neration of the seven full- time chairmen was £1,853,833 compared with £1,591,000 last year, an increase of 16.5%. Not surprisingly, there is a strong correlation be-tween the market capitalisation of the company and the level of the chairman’s fee. As the chart below shows, there is a significant difference between the average fees paid to chairmen of the top 10 companies and fees paid to chairmen of companies below the FTSE 50.

senioR independent diRectoRsDuring this year there was a relatively large number of changes among senior independent directors; as a result, there was less full- year information available on their remuneration. 85% of companies reported on the additional fees they pay senior independent directors. These fees vary from £2,000 to £90,000 per annum. The lowest additional fees were paid by St. James’s Place and Spirax- Sarco Engineering (£2,700 and £2,000 respectively). The highest fees were paid by AA and Experian (£90,000 and £64,512 respectively).

The average additional fees paid to senior independent directors was £18,043, the same as last year. At least half of the companies pay an additional fee of between

461512

224 252

101–150

522 555

31–40 50–100

662 620

296 303

21–30 31–40

640 667

371 358

1–10 11–20

2014 2015

Non- executive chairman fees Average fee for FTSE 150 chairman, segmented by ranking group (£000)

SPENCER STUART

remuneration

£10,000 and £25,000. The average total fee for senior independent directors who have served the full financial year was £107,453, which is an increase of 5.4% com-pared with last year, when the fee was £101,967.

non- executive diRectoRsAs in previous years, we analysed remuneration on the basis of the basic retainer fee, additional fees and compensation for travel time — where these are specified. We also looked at fees for members and chairmen of committees. In a small num-ber of cases, directors receive an attendance fee; in some instances, fees are fur-ther split between attendance in person and attendance on the phone.

The average retainer paid to non- executive directors is £63,229, a small rise from £62,000 last year. Two companies pay a retainer of less than £30,000; however one of these supplements the retainer fee with attendance fees. 83.3% of boards in the top 150 companies pay non- executive directors more than £50,000, in line with last year. 30% of boards pay a retainer fee higher than £70,000, compared with 26% last year.

As the chart below demonstrates, there is a clear correlation between market capi-talisation and the size of non- executive director fees.

table 4

Retainers for UK non- executive directors have increased at a slower rate than in the US

UK increase US increase

Since 2010 13% 40.2%

Since 2005 53.7% 98.3%

7394

6484

41–50

77

126

81

127

21–30 31–40

88

139

1–10 11–20

Retainer Total fee

Non- executive director fees Average fee for FTSE 50 non- executive directors, segmented by ranking group (£000)


RemuneRation of BoaRd memBeRs

Last year (%) This year (%)

Chairman

Below £100,000 0.7 1.3

£100,000 to £249,999 22.7 20.7

£250,000 to £499,999 52.7 54.0

£500,000 to £749,999 15.3 16.0

£750,000 to £999,999 2.0 2.0

£1 million and above 6.0 6.0

Senior independent directors

£30,000 to £49,999 2.0 1.3

£50,000 to £74,999 31.3 20.0

£75,000 to £99,999 26.7 23.3

£100,000 and above 38.0 36.0

Not available 2.0 19.3

Non- executive directors

Less than £30,000 2.0 1.3

£30,000 to £39,999 2.7 2.7

£40,000 to £49,999 11.3 12.7

£50,000 to £59,999 34.7 28.0

£60,000 to £69,999 23.3 25.3

£70,000 to £79,999 10.0 12.0

£80,000 and above 16.0 18.0

SPENCER STUART

remuneration

the broader vIew: Non- executive fees in Europe and US (€000)

aveRage total fees This year, for the first time, we analysed the average total fee that non- executive directors in the top 150 companies received during the financial year. This average fee was £88,100 and includes all additional and committee fees but not benefits or travel expenses (unless they are specified as included in the fees — some compa-nies pay additional fees to compensate for the time taken up in intercontinental travel). Excluding senior independent directors the average fee was £82,002.

Companies that pay higher retainer fees also pay higher committee fees. There is a 38% differential between the average retainer paid to board members in compa-nies ranked 1–10 in the FTSE and companies ranked 41–50. Once all fees are taken into account, the differential is 70.2%.

64

9384

205

US

54

82

Spain UK

70

133

81

110

Italy Netherlands

26

73 75

126

France Germany

Retainer Total fee

Source: 2015 Spencer Stuart Board Index research. Fees converted to Euros where relevant, taking the average rate for 2014.


Committees

The number of board committees is similar to last year: 43.4% of boards have only three committees compared with 42.7% last year, although the figure was 52% in 2011.

Financial services companies continue to be the most likely to have a separate risk committee, although we have started to see these in the energy, mining and engi-neering sectors. A further 17 companies from a variety of sectors specify a combined risk and audit committee, although in practice most audit committees include risk as part of their remit.

Companies with five or more board committees are mostly in the financial services, energy, mining and diversified industrials sectors. HSBC, not included in the num-bers below, has a total of seven board committees.

Among the top 150 companies there is a wide range in the number of meetings held by the main committees. The range for audit committees was three to 13 meetings (last year it was three to 15); for remuneration committees the range was two to 13 meetings (one to 13 last year); for nomination committees the range was zero to 10; for risk committees it was one to 13; and for corporate responsibility/safety committees one to nine. The number of meetings are taken from the latest annual report and are not necessarily the same as the number of meetings initially scheduled.

table 5

Committees of FTSE 150 boards: Number of committees

2015 2014

3 committees 42.7% 42.7%

4 committees 40% 42%

5 committees 11.3% 8%

6 committees 5.3% 6.7%

SPENCER STUART

committees

table 6

Committees of FTSE 150 boards: Types of committees

2015 2014

Audit 100 100

Remuneration 100 100

Nomination 100 100

Corporate/Social Responsibility/Sustainability 24 18.7

Health/Safety/Environment 10 15.3

Risk 18.7 19.3

RemuneRation foR committee memBeRship and chaiRmanshipThere has been little change in committee remuneration. Audit, remuneration and risk committee chairmen continue to receive the highest fees. Not surprisingly, financial services companies pay the highest audit and remuneration commit-tee fees.

Audit committee chairmen fees range from £5,000 to £80,000. The average is £21,454. The companies paying the highest fees were GlaxoSmithKline (£80,000), Prudential, Standard Chartered and Barclays (each £70,000). The lowest audit committee chairmen fees were Bellway and Wood Group (each £5,000).

Remuneration committee chairmen fees range from £5,000 to £70,000. The aver-age is £18,938. Barclays, Prudential, Standard Chartered and Royal Bank of Scotland pay the highest fees to remuneration committee chairmen and Bellway and Wood Group the lowest (each £5,000).

Risk committee chairmen fees range from £5,500 to £70,000. The average fee is £30,860. Barclays and Standard Chartered pay the highest fee to risk committee chairmen and Derwent London and Alliance Trust the lowest. The average fee is higher than for the audit committee chairmen because of the nature of the sample: relatively few boards have separate risk committees and these are concentrated in the largest companies.


It continues to be difficult to monitor additional fees for committee members. Only 59 companies report how much they pay their committee members; a further three companies report that fees are paid, but do not provide details. Where infor-mation is available, committee membership fees range from £1,000 to £30,000 per committee. Audit, remuneration and risk committee members are paid the most. In a very few cases, there is an additional flat fee to cover all commit-tee work.

table 7

Committee chairman fees

Audit committee Remuneration committee

No additional fee 3.3 5.3

£5,000 to £9,999 8.7 12.7

£10,000 to £19,999 43.3 42.7

£20,000 to £29,999 20.0 22.7

£30,000 to £40,000 14.7 9.3

£40,000 and above 8.0 5.3

SPENCER STUART

diversity — a shareholder’s view

Diversity — a shareholder’s view

by Sacha Sadan and Clare Payn

Investors want companies to do well and to yield rewards over the

long term. It is in everyone’s interests to have well- structured boards

made up of directors who bring a variety of skill sets and thought

processes and who can challenge the status quo as well as provide

support and identify new opportunities.

Thankfully, most people today see diversity in board composition in terms of busi-ness success rather than political correctness. Diversity helps a board improve its decision- making, minimise risk, create opportunities, sustain profit growth and maximise long- term returns. It is more common now for boards to view diversity in terms that go beyond gender, encompassing skill sets, experience, nationality and knowledge of different geographies and international markets.

New candidates for board positions may not always come from traditional sources; companies need to be prepared to look beyond the normal pools to get the right person. Having practising executives on the board as non- executive directors is also important as they bring current ideas and awareness of new risks to the table. However, getting the right diversity should not mean increasing the size of the board as a large board can come with its own set of problems.

We are still concerned that the quality of reporting on the nomination process, board composition and diversity remains variable — the manner in which a compa-ny reports on the skills of its board members and its nomination process for board refreshment is a reflection of how much this matters to the board.

Another way we can judge a good board and its attitude to board composition is how seriously it takes board evaluation. We consider this to be a positive exercise since it demonstrates that a board is continuing to review how effectively it func-tions and that it is striving to improve. In the past, some companies have seen external board evaluation in a negative light; as a process designed to reveal the

In the spotlIght


shortcomings of board members. This is not the point. All boards can improve. An experienced professional who has observed many types of functioning boards can help to identify skills mismatches and potential opportunities for succession. By embracing constructive criticism a board can show investors that it is functioning effectively.

The tenure of directors is a good indication of how serious a company is about optimising its board; it is also is a good way for investors to measure the board’s commitment to diversity. Acting in the best interests of the board, the chair should not wait for directors to reach the informal nine- year tenure rule to make changes, but ensure that board skills are constantly refreshed in preparation for as yet unidentified challenges.

We still want to see long- term experience on the board because corporate memory is vital to help a company navigate through cycles it may have seen before or that may have occurred in another sector. Company secretaries should not be over-looked as advisors to the board, since they possess vital knowledge and experience of the company and usually have more corporate memory than board members.

Until recently, the diversity debate has focused largely on the board, which is ulti-mately the responsibility of the board’s chair. However, the conversation has moved beyond the board and on to the executive pipeline. Improving diversity across an entire business is the responsibility of the CEO, supported by a strong and commit-ted leadership team.

The CEO needs to understand the business as a whole — not just its strategy, but how its people interlock with this strategy and the future direction of the company. If the company’s employees reflect the diversity of its customer base and of the regions in which it operates, it will be able to manage risks more effectively, harness opportunities and achieve success. Employees need to believe that the purpose of the business is reflected in diversity at all levels in the organisation, not just on the board.

It is the job of leadership to ensure that there is a strong diversity policy operating at every level of the business, backed up by measurable targets. This policy should be consistent with the company’s strategy and be geared towards ensuring long- term success.

SPENCER STUART

by sacha sadan and clare paynIn the spotlIght

A commitment to diversity can entail a significant shift in the corporate culture, which will take time and financial resources. As investors, we understand there is no easy answer, no quick fix, but equally we want to see some tangible evi-dence of change. The culture of a company should be centred around employ-ees as an important asset, rather than simply a cost. Some of the best compa-nies have set up executive diversity committees, getting their talented employees to identify problems of diversity in the organisation and find the solution.

The most successful CEOs are committed to cultural change and see it as a legacy issue, aiming to leave the company in better shape for their successors. Investors can play a part in supporting change that can bring about long- term gain: they need to question CEOs more deeply about diversity and push them to provide data for all levels of the business. CEOs shouldn’t wait to be asked by investors, but present to them on diversity just as they would on any other strategic objectives, ideally with case studies that provide insight into how the company is addressing this important issue.

Employees at all levels want to work for a committed employer that cares about them and recognises their worth. The way to achieve this is through a strong and committed leadership whose vision and mission is to ensure the company is in a strong position for the future.

Sacha Sadan is Director of Corporate Governance, LGIM. Clare Payn is Head of Corporate Governance, North America, LGIM.


International comparison

In this edition of the UK Board Index we provide two sets of tables.

In addition to the detailed company data for the FTSE 150 (beginning on page 46), we are publishing a chart comparing aggregated data from 16 countries (pages 44–45).

All data is taken from individual country Board Indexes published by Spencer Stuart in 2015.

Composition information

BELGIUM BeL20 + BelMid

FRANCE CAC40

GERMANY DAX30

ITALY 38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other)

NETHERLANDS AEX

NORDICS

Denmark OMX Copenhagen

Finland OMX Helsinki

Norway Oslo Stock Exchange

Sweden OMX Stockholm

RUSSIA Top companies from Expert 400

SOUTH AFRICA JSE Top 40 + top companies by market cap + select SOEs

SPAIN IBEX- 35 + top companies by market cap

SWITZERLAND SMI

TURKEY BIST 30

UK FTSE 150

USA S&P 500

SPENCER STUART

international comparison

BELGIUM FRANCE GERMANY ITALYNETHER- LANDS

NORDICSRUSSIA

SOUTH AFRICA SPAIN

SWITZER- LAND TURKEY UK USADenmark Finland Norway Sweden

gen

eral

Info

rmat

Ion

Size of sample 53 40 30 100 25 25 25 2512 50 47 79 95 20 30 150 486

Supervisory board/unitary board of directors 1/52 4/36 30/0 3/97 18/7 25/0 1/24 0/25 1/49 4/43 0/79 0/95 0/20 0/30 1/14923 0/486

Average number of board meetings per year 9.5 9 6.5 11.1 8.5 9.3 10.6 10.9 9.4 6.818 6.1 10.7 9.9 20 7.6 8.1

% companies which conducted an external board evaluation 1.9% 30% 23.3% 35% 28% 17% 0% 0% 11% 8.5% 17.7% 15% 5% - 43.3% - 24

Combined chairman and CEO 7.5% 62.5% 0 22% 4% 0% 0% 0% 0% 0% 5.1% 57% 0% 7% 1.3% 52%

% boards with SID, lead director or equivalent 0% 70% 0 43% 60% 0% 0% 4% 0% 14.9% 55.7% 27% 20% n/a 98.7% 89%

boar

d

Average board size (total) 10.3 14.3 16.2 11.9 10.7 9.9 7.9 8.2 9.7 10.3 12.5 10.9 10.3 9.8 10.3 10.8

Average board size (excluding employee representatives) 10.2 12.7 8.2 n/a n/a 7 7.8 5.8 8.1 8.6 n/a 10.9 10.2 8.8 10.3 n/a

Average number of independent board members 4.4 8.4 n/a 5.8 7.2 4.6 6.4 4.7 5.0 3.6 7.2 4.2 9.1 3.2 6.3 9.1

Percentage of independent board members 43.3% 58% 60%3 49.2% 66.8% 76% 84% 80% 62% 35% 58.1% 39% 88.3% 33% 60.5% 84%

Average number of non- executive directors 7.8 11.2 7.34 9.3 6.9 6 6.6 4.8 6.4 7.1 8.6 8.6 9.8 8.7 6.7 -

Average number of executive directors 1.6 1.2 0.0 2.6 3 0.0 0.110 0.213 0.716 1.6 2.9 1.9 0.45 1.1 2.7 -

age

Average age: all directors 56.9 59.7 - 58.9 58.7 57.2 57.3 55.3 57.3 53.1 56.8 60 60.5 57.6 57.5 -

Average age: non- executive directors 57.4 60.9 61.44 59.0 61.3 57.2 57.3 55.2 57.7 53.7 58.2 n/a 60.5 58.3 59.2 63.125

Average age: executive directors 54.1 58.4 n/a 58.5 52 n/a 55 59.3 53.9 49.5 52.5 n/a 58.7 54.9 52.6 -

fore

Ign

Percentage of foreign board members (all) 32.6% 33% n/a 7.7% 42.7% 42% 35% 29.6% 24% 22.2% 21.3% 12.5% 62% 15% 32.1% -

Percentage of foreign non- executive directors 33% 37% 18.1% 9% 45.8% 42% 35% 28.9% 25% 26.2% 23.3% 14% 61.7% 14.6% 35.3% 8.2%26

Percentage of foreign executive directors 32.6% 12% n/a 3.1% 33.3% n/a 0% 50% 14% 2.6% 14.6% 4% 66.7% 0.4% 23% -

Average number of nationalities represented on the board 3.1 4.6 2.84 1.7 4.4 3.3 3.1 2.614 2.8 2.8 2.9 - 6.1 1.87 3.2 -

gen

der

Percentage of female board directors (all) 24.2% 34.3% - 22.4% 21.6% 23% 30% 42% 35% 7.6% 20.9% 14% 19% 9.5% 23% 19.8%

Percentage of female non- executive directors 26.7% 37% 24.9% 26.2% 26.4% 23% 30% 43% 37% 7.7% 24.8% 16% 19.9% 8.8% 28.4% -

Percentage of female executive directors 10.5% 4% n/a 8.2% 9.3% n/a 0% 0% 8% 6%19 8% 3% 0% 0.7% 7.9% -

Percentage of companies with at least one woman on the board 96.2% 100% 93% 96% 80% 88% 100% 96% 100% 38% 97.5% 74% 90% 57% 99.3% 97.3%

new

m

embe

rs

Percentage of new board members 12.5% 8% 10.3% 18.2% 16.8% 15% 15% 21% 9% 20.2% 9.6% 14% 11.7% 16% 14.4% 7.1%25

Percentage of women among new board members 44.1% 62%1 24% 33.8% 33.3% 31% 33% 48% 57% 2% 28% 18% 29.2% 10% 35.7% 31%25

Percentage of non- nationals among new board members 50% 47%1 20% 10.2% 44.1% 50% 43% 26% 50% 3.5% 30% 28% 70.8% 18.8% 43.3% 9%25

oth

er

boar

ds

Average number of boards per director (total) 1.9 2.1 35 3.5 2.1 2 1.9 1.7 2.6 1.5 2.1 1.13 2.4 1.5 2.0 2.125

Percentage of executive directors with an outside board 31.4% 71% n/a 56.8% 30.7% n/a 33% 25% 59% 16.7% 27% 10% 22.2% 24% 28.4% 43%27

Percentage of non-executive directors with a full-time executive role 65.2% 49% 37.9%4 n/a 30.6% 59% 49%9 56%15 44%17 9% 36.1% n/a 46.9% 16%22 36.5% -

age

lIm

Its Percentage of companies with a mandatory retirement age 41.5% 33% 73.4% 4% 4.0% 68% 8% 0% 0% 0% 6% 24% 65% 34% n/a 73%

Average mandatory retirement age 70.1 72.4 73 72 70 70.6 68.5 n/a n/a n/a 70.4 71.6 71 60.9 n/a 73.1

rem

un

erat

Ion

Average retainer for non- executive directors €32,646 €72,6082 €70,0006 €43,000 €64,383 €47,835 €52,644 €35,319 €49,032 €144,104 €26,830 €67,686 €127,34621 €51,450 €80,874 £63,229 $91,857

Average fee for audit committee membership €22,513 €18,460 €34,500 €17,000 €11,551 €19,728 €4,53311 €9,063 €11,460 - €9,253 €25,118 €35,28821 - €16,669 £13,067 $10,178

Average fee for remuneration committee membership €32,834 €13,997 - 7 €10,000 €7,710 €15,458 €3,57311 €6,486 €7,319 - €7,129 - €25,83921 - €14,387 £11,279 $9,646

Average compensation for nomination committee membership €12,016 €15,106 €23,250 €13,000 €6,972 €11,443 €1,62011 €2,532 n/a - €5,689 €21,094 €25,03521 - €9,484 £7,435 $7,31128

exco

Average size of ExCo/executive board 6.3 12.5 - 5.48 7.1 7.6 9.5 8 9.2 10.2 10.4 - 9.4 11.9 10.3 -

Percentage of foreigners on the ExCo 31.9% 28.5% - 3.6%8 47.4% 32% 31% 21% 27% 5.2% 16.8% - 67.6% 2.3% 28.2% -

Percentage of women on the ExCo 16.1% 11.6% - 8.6%8 12.9% 10% 15% 20% 22% 11.3%20 13.5% - 6.4% 9.8% 17.2% -


BELGIUM FRANCE GERMANY ITALYNETHER- LANDS

NORDICSRUSSIA

SOUTH AFRICA SPAIN

SWITZER- LAND TURKEY UK USADenmark Finland Norway Sweden

gen

eral

Info

rmat

Ion

Size of sample 53 40 30 100 25 25 25 2512 50 47 79 95 20 30 150 486

Supervisory board/unitary board of directors 1/52 4/36 30/0 3/97 18/7 25/0 1/24 0/25 1/49 4/43 0/79 0/95 0/20 0/30 1/14923 0/486

Average number of board meetings per year 9.5 9 6.5 11.1 8.5 9.3 10.6 10.9 9.4 6.818 6.1 10.7 9.9 20 7.6 8.1

% companies which conducted an external board evaluation 1.9% 30% 23.3% 35% 28% 17% 0% 0% 11% 8.5% 17.7% 15% 5% - 43.3% - 24

Combined chairman and CEO 7.5% 62.5% 0 22% 4% 0% 0% 0% 0% 0% 5.1% 57% 0% 7% 1.3% 52%

% boards with SID, lead director or equivalent 0% 70% 0 43% 60% 0% 0% 4% 0% 14.9% 55.7% 27% 20% n/a 98.7% 89%

boar

d

Average board size (total) 10.3 14.3 16.2 11.9 10.7 9.9 7.9 8.2 9.7 10.3 12.5 10.9 10.3 9.8 10.3 10.8

Average board size (excluding employee representatives) 10.2 12.7 8.2 n/a n/a 7 7.8 5.8 8.1 8.6 n/a 10.9 10.2 8.8 10.3 n/a

Average number of independent board members 4.4 8.4 n/a 5.8 7.2 4.6 6.4 4.7 5.0 3.6 7.2 4.2 9.1 3.2 6.3 9.1

Percentage of independent board members 43.3% 58% 60%3 49.2% 66.8% 76% 84% 80% 62% 35% 58.1% 39% 88.3% 33% 60.5% 84%

Average number of non- executive directors 7.8 11.2 7.34 9.3 6.9 6 6.6 4.8 6.4 7.1 8.6 8.6 9.8 8.7 6.7 -

Average number of executive directors 1.6 1.2 0.0 2.6 3 0.0 0.110 0.213 0.716 1.6 2.9 1.9 0.45 1.1 2.7 -

age

Average age: all directors 56.9 59.7 - 58.9 58.7 57.2 57.3 55.3 57.3 53.1 56.8 60 60.5 57.6 57.5 -

Average age: non- executive directors 57.4 60.9 61.44 59.0 61.3 57.2 57.3 55.2 57.7 53.7 58.2 n/a 60.5 58.3 59.2 63.125

Average age: executive directors 54.1 58.4 n/a 58.5 52 n/a 55 59.3 53.9 49.5 52.5 n/a 58.7 54.9 52.6 -

fore

Ign

Percentage of foreign board members (all) 32.6% 33% n/a 7.7% 42.7% 42% 35% 29.6% 24% 22.2% 21.3% 12.5% 62% 15% 32.1% -

Percentage of foreign non- executive directors 33% 37% 18.1% 9% 45.8% 42% 35% 28.9% 25% 26.2% 23.3% 14% 61.7% 14.6% 35.3% 8.2%26

Percentage of foreign executive directors 32.6% 12% n/a 3.1% 33.3% n/a 0% 50% 14% 2.6% 14.6% 4% 66.7% 0.4% 23% -

Average number of nationalities represented on the board 3.1 4.6 2.84 1.7 4.4 3.3 3.1 2.614 2.8 2.8 2.9 - 6.1 1.87 3.2 -

gen

der

Percentage of female board directors (all) 24.2% 34.3% - 22.4% 21.6% 23% 30% 42% 35% 7.6% 20.9% 14% 19% 9.5% 23% 19.8%

Percentage of female non- executive directors 26.7% 37% 24.9% 26.2% 26.4% 23% 30% 43% 37% 7.7% 24.8% 16% 19.9% 8.8% 28.4% -

Percentage of female executive directors 10.5% 4% n/a 8.2% 9.3% n/a 0% 0% 8% 6%19 8% 3% 0% 0.7% 7.9% -

Percentage of companies with at least one woman on the board 96.2% 100% 93% 96% 80% 88% 100% 96% 100% 38% 97.5% 74% 90% 57% 99.3% 97.3%

new

m

embe

rs

Percentage of new board members 12.5% 8% 10.3% 18.2% 16.8% 15% 15% 21% 9% 20.2% 9.6% 14% 11.7% 16% 14.4% 7.1%25

Percentage of women among new board members 44.1% 62%1 24% 33.8% 33.3% 31% 33% 48% 57% 2% 28% 18% 29.2% 10% 35.7% 31%25

Percentage of non- nationals among new board members 50% 47%1 20% 10.2% 44.1% 50% 43% 26% 50% 3.5% 30% 28% 70.8% 18.8% 43.3% 9%25

oth

er

boar

ds

Average number of boards per director (total) 1.9 2.1 35 3.5 2.1 2 1.9 1.7 2.6 1.5 2.1 1.13 2.4 1.5 2.0 2.125

Percentage of executive directors with an outside board 31.4% 71% n/a 56.8% 30.7% n/a 33% 25% 59% 16.7% 27% 10% 22.2% 24% 28.4% 43%27

Percentage of non-executive directors with a full-time executive role 65.2% 49% 37.9%4 n/a 30.6% 59% 49%9 56%15 44%17 9% 36.1% n/a 46.9% 16%22 36.5% -

age

lIm

Its Percentage of companies with a mandatory retirement age 41.5% 33% 73.4% 4% 4.0% 68% 8% 0% 0% 0% 6% 24% 65% 34% n/a 73%

Average mandatory retirement age 70.1 72.4 73 72 70 70.6 68.5 n/a n/a n/a 70.4 71.6 71 60.9 n/a 73.1

rem

un

erat

Ion

Average retainer for non- executive directors €32,646 €72,6082 €70,0006 €43,000 €64,383 €47,835 €52,644 €35,319 €49,032 €144,104 €26,830 €67,686 €127,34621 €51,450 €80,874 £63,229 $91,857

Average fee for audit committee membership €22,513 €18,460 €34,500 €17,000 €11,551 €19,728 €4,53311 €9,063 €11,460 - €9,253 €25,118 €35,28821 - €16,669 £13,067 $10,178

Average fee for remuneration committee membership €32,834 €13,997 - 7 €10,000 €7,710 €15,458 €3,57311 €6,486 €7,319 - €7,129 - €25,83921 - €14,387 £11,279 $9,646

Average compensation for nomination committee membership €12,016 €15,106 €23,250 €13,000 €6,972 €11,443 €1,62011 €2,532 n/a - €5,689 €21,094 €25,03521 - €9,484 £7,435 $7,31128

exco

Average size of ExCo/executive board 6.3 12.5 - 5.48 7.1 7.6 9.5 8 9.2 10.2 10.4 - 9.4 11.9 10.3 -

Percentage of foreigners on the ExCo 31.9% 28.5% - 3.6%8 47.4% 32% 31% 21% 27% 5.2% 16.8% - 67.6% 2.3% 28.2% -

Percentage of women on the ExCo 16.1% 11.6% - 8.6%8 12.9% 10% 15% 20% 22% 11.3%20 13.5% - 6.4% 9.8% 17.2% -

SPENCER STUART

Notes for international comparison table

GeneralN/A = Not applicable

A blank cell denotes that either the information is not available or we did not include it in our research

Fees for committee membership are based on those boards which provide a separate breakdown. We exclude fees where committees are combined, for example NomCo and RemCo in the Nordics.

France1 Only includes new directors appointed after the

2015 AGM

2 Total average remuneration

Germany3 According to goals regarding the portion of

independent shareholder representatives

4 Shareholder representatives only

5 Chairperson only

6 Total average remuneration is 132 896 Euros. Half of the DAX companies offer directors equity- linked performance- related pay

7 Only 3 companies have a remuneration committee

Netherlands8 Excludes Luxembourg- based ArcelorMittal which

is a statistical outlier. Its ExCo has 29 members, none of whom are from Luxembourg

Finland9 Excluding non- execs holding academic or govern-

ment posts

10 Only 3 executive directors

11 Figures based on meeting fees multiplied by the number of meetings

Norway12 Excluding Olav Thon Eiendomsselskap ASA

13 Only 4 executive directors, including 2 exec chairmen

14 Only 4 executives in total

15 Excluding non- execs holding academic or govern-ment posts

Sweden16 Includes 2 exec chairmen

17 Excluding non- execs holding academic or govern-ment posts

Russia18 In- person meetings only. The average number of

meetings in total, including absentee votes, is 21

19 Female executive directors as a percentage of all directors

20 9.5% if two companies listed outside Russia are included

Switzerland21 Only includes cash element of fees. 15 compa-

nies also pay directors in shares

Turkey22 18% excl chairmen

UK23 TUI AG has a supervisory board

USA24 98% of S&P 500 boards conduct some type of

evaluation; 33% conduct an evaluation on the full board, committees and directors — not pos-sible to confirm what percentage are conducted externally

25 Independent directors only

26 Top 200 S&P 500 companies only

27 CEOs only. On most US boards, the CEO is the only executive director

28 Average for all committees when paid the same amount


FTSE 150 data tables

SPENCER STUART

Board composition

Board meetings

(scheduled)

Total number of directors

average agenon- executIves

(excludIng chaIrman)executIves

(excludIng chaIrman) new dIrectors tenureNon-

executives Executives Total Independent Foreign Women Total Foreign Women Total Foreign WomenNon-

executives Chairman CEO CFO

3i Group 6 9 57.7 51.5 6 6 2 2 2 0 1 2 1 0 2.5 4.8 2.9 6.3

AA 6 7 54.6 56.0 4 4 0 0 2 0 0 7 0 0 0.7 0.8 0.8 0.4

Aberdeen Asset Management 8 14 54.6 55.8 7 6 2 3 6 0 1 1 1 0 3.1 6.3 31.8 24.3

Admiral Group 7 11 55.5 49.3 7 6 1 5 3 0 0 2 1 0 5.5 14.8 16.3 0.7

Aggreko 6 12 52.8 47.2 6 6 2 2 5 1 1 3 1 1 3.5 2.8 0.3 0.8

Alliance Trust 6 7 59.0 46.5 4 4 0 1 2 0 1 1 0 0 3.2 3.0 6.6 5.1

Amec Foster Wheeler 7 8 58.0 55.5 5 4 3 2 2 1 0 2 1 2 2.5 3.8 8.5 6.5

Anglo American 6 12 61.6 57.0 9 9 7 3 2 2 0 0 N/A N/A 3.3 5.7 2.0 9.6

Antofagasta 9 11 62.9 N/A 10 6 4 1 0 N/A N/A 1 0 0 7.6 0.6 0.6 N/A

ARM Holdings 6 9 57.8 52.3 5 5 1 2 3 0 0 1 0 1 4.3 1.1 1.8 13.1

Ashtead Group 6 9 59.0 49.3 4 4 2 0 4 2 1 0 N/A N/A 5.4 8.1 8.3 2.8

Associated British Foods 8 10 61.3 54.5 7 6 4 2 2 1 0 2 1 1 5.7 6.0 10 15.9

AstraZeneca 6 12 58.1 58.5 9 8 5 4 2 2 0 1 1 1 5.1 2.8 2.5 1.4

Aviva 9 11 61.1 48.7 7 7 3 1 3 2 0 3 0 1 2.9 0.1 2.4 1.0

Babcock International Group 10 13 57.2 59.0 6 6 1 2 6 0 0 2 0 1 2.9 6.4 11.7 0.7

BAE Systems 11 10 57.5 58.7 6 6 2 2 3 1 0 0 N/A N/A 4.0 1.2 6.6 4.0

Barclays 8 13 59.2 49.5 10 9 5 3 2 0 0 2 0 0 3.0 0.0 2.7 1.5

Barratt Developments 10 8 53.5 54.3 4 4 0 2 3 0 0 1 0 0 3.8 0.4 8.5 5.8

Bellway 7 7 58.3 43.5 4 4 0 1 2 0 0 0 N/A N/A 3.7 2.1 2.1 3.1

Berkeley Group Holdings 5 13 56.4 52.8 7 7 0 3 5 0 0 2 1 0 3.0 5.6 N/A 0.1

BG Group 7 13 62.1 52.5 10 10 5 3 2 1 0 1 0 1 4.7 4.3 0.2 1.3

BHP Billiton 8 13 62.7 58.0 11 11 7 2 1 0 0 0 N/A N/A 6.4 5.1 1.9 N/A

Booker Group 12 10 53.2 52.3 5 5 1 2 4 0 0 0 N/A N/A 5.5 7.9 7.8 7.9

BP 10 13 63.8 56.0 10 10 6 2 2 1 0 1 0 1 5.0 5.3 4.5 3.3

British American Tobacco 6 13 63.6 57.0 10 10 7 4 2 1 0 3 1 2 3.4 5.4 4.1 7.1

British Land Co 6 11 58.2 51.5 6 6 0 1 4 0 1 1 1 0 4.2 6.6 6.3 3.9

BT Group 10 11 54.5 54.0 8 8 1 3 2 0 0 2 1 0 3.7 7.7 1.7 6.4

BTG 7 8 62.8 51.5 5 5 1 1 2 0 1 1 1 0 4.1 3.2 10.5 5.3

Bunzl 9 9 60.3 57.7 5 5 3 2 3 2 0 1 1 0 3.2 5.3 9.4 9.3

Burberry Group 6 12 55.0 51.7 8 8 2 3 3 0 1 3 2 1 5.8 12.8 0.9 1.8

Cable & Wireless Communications 8 11 55.3 52.5 8 5 4 2 2 1 0 5 1 5 2.0 5.1 1.2 0.8

Capita 9 10 48.5 48.6 4 4 0 2 5 0 2 3 2 0 2.2 4.9 1.1 0.1

Capital & Counties Properties 7 11 61.1 45.7 7 6 0 1 3 0 0 1 0 0 3.9 4.9 4.9 4.9

Carnival 6 9 64.9 63.0 7 7 2 2 1 0 0 0 N/A N/A 8.6 12.0 1.8 N/A

Catlin Group 5 8 59.8 59.5 5 5 4 2 2 0 0 2 1 3 3.4 2.9 11.3 5.7

Centrica 9 9 56.8 54.0 6 6 3 2 2 0 0 3 0 1 2.4 1.3 0.3 N/A

Cobham 9 10 61.0 53.5 7 7 4 2 2 1 0 1 0 0 3.5 5.0 2.8 1.9

Coca- Cola HBC 4 13 56.6 54.0 11 6 11 1 1 1 0 4 0 4 1.6 2.0 2.0 N/A


Board meetings

(scheduled)







3i Group 6 9 57.7 51.5 6 6 2 2 2 0 1 2 1 0 2.5 4.8 2.9 6.3

AA 6 7 54.6 56.0 4 4 0 0 2 0 0 7 0 0 0.7 0.8 0.8 0.4

Aberdeen Asset Management 8 14 54.6 55.8 7 6 2 3 6 0 1 1 1 0 3.1 6.3 31.8 24.3

Admiral Group 7 11 55.5 49.3 7 6 1 5 3 0 0 2 1 0 5.5 14.8 16.3 0.7

Aggreko 6 12 52.8 47.2 6 6 2 2 5 1 1 3 1 1 3.5 2.8 0.3 0.8

Alliance Trust 6 7 59.0 46.5 4 4 0 1 2 0 1 1 0 0 3.2 3.0 6.6 5.1

Amec Foster Wheeler 7 8 58.0 55.5 5 4 3 2 2 1 0 2 1 2 2.5 3.8 8.5 6.5

Anglo American 6 12 61.6 57.0 9 9 7 3 2 2 0 0 N/A N/A 3.3 5.7 2.0 9.6

Antofagasta 9 11 62.9 N/A 10 6 4 1 0 N/A N/A 1 0 0 7.6 0.6 0.6 N/A

ARM Holdings 6 9 57.8 52.3 5 5 1 2 3 0 0 1 0 1 4.3 1.1 1.8 13.1

Ashtead Group 6 9 59.0 49.3 4 4 2 0 4 2 1 0 N/A N/A 5.4 8.1 8.3 2.8

Associated British Foods 8 10 61.3 54.5 7 6 4 2 2 1 0 2 1 1 5.7 6.0 10 15.9

AstraZeneca 6 12 58.1 58.5 9 8 5 4 2 2 0 1 1 1 5.1 2.8 2.5 1.4

Aviva 9 11 61.1 48.7 7 7 3 1 3 2 0 3 0 1 2.9 0.1 2.4 1.0

Babcock International Group 10 13 57.2 59.0 6 6 1 2 6 0 0 2 0 1 2.9 6.4 11.7 0.7

BAE Systems 11 10 57.5 58.7 6 6 2 2 3 1 0 0 N/A N/A 4.0 1.2 6.6 4.0

Barclays 8 13 59.2 49.5 10 9 5 3 2 0 0 2 0 0 3.0 0.0 2.7 1.5

Barratt Developments 10 8 53.5 54.3 4 4 0 2 3 0 0 1 0 0 3.8 0.4 8.5 5.8

Bellway 7 7 58.3 43.5 4 4 0 1 2 0 0 0 N/A N/A 3.7 2.1 2.1 3.1

Berkeley Group Holdings 5 13 56.4 52.8 7 7 0 3 5 0 0 2 1 0 3.0 5.6 N/A 0.1

BG Group 7 13 62.1 52.5 10 10 5 3 2 1 0 1 0 1 4.7 4.3 0.2 1.3

BHP Billiton 8 13 62.7 58.0 11 11 7 2 1 0 0 0 N/A N/A 6.4 5.1 1.9 N/A

Booker Group 12 10 53.2 52.3 5 5 1 2 4 0 0 0 N/A N/A 5.5 7.9 7.8 7.9

BP 10 13 63.8 56.0 10 10 6 2 2 1 0 1 0 1 5.0 5.3 4.5 3.3

British American Tobacco 6 13 63.6 57.0 10 10 7 4 2 1 0 3 1 2 3.4 5.4 4.1 7.1

British Land Co 6 11 58.2 51.5 6 6 0 1 4 0 1 1 1 0 4.2 6.6 6.3 3.9

BT Group 10 11 54.5 54.0 8 8 1 3 2 0 0 2 1 0 3.7 7.7 1.7 6.4

BTG 7 8 62.8 51.5 5 5 1 1 2 0 1 1 1 0 4.1 3.2 10.5 5.3

Bunzl 9 9 60.3 57.7 5 5 3 2 3 2 0 1 1 0 3.2 5.3 9.4 9.3

Burberry Group 6 12 55.0 51.7 8 8 2 3 3 0 1 3 2 1 5.8 12.8 0.9 1.8

Cable & Wireless Communications 8 11 55.3 52.5 8 5 4 2 2 1 0 5 1 5 2.0 5.1 1.2 0.8

Capita 9 10 48.5 48.6 4 4 0 2 5 0 2 3 2 0 2.2 4.9 1.1 0.1

Capital & Counties Properties 7 11 61.1 45.7 7 6 0 1 3 0 0 1 0 0 3.9 4.9 4.9 4.9

Carnival 6 9 64.9 63.0 7 7 2 2 1 0 0 0 N/A N/A 8.6 12.0 1.8 N/A

Catlin Group 5 8 59.8 59.5 5 5 4 2 2 0 0 2 1 3 3.4 2.9 11.3 5.7

Centrica 9 9 56.8 54.0 6 6 3 2 2 0 0 3 0 1 2.4 1.3 0.3 N/A

Cobham 9 10 61.0 53.5 7 7 4 2 2 1 0 1 0 0 3.5 5.0 2.8 1.9

Coca- Cola HBC 4 13 56.6 54.0 11 6 11 1 1 1 0 4 0 4 1.6 2.0 2.0 N/A

SPENCER STUART

Board composition

Board meetings

(scheduled)







Compass Group 8 10 60.2 52.8 5 5 1 2 4 0 0 1 1 0 5.3 1.2 8.8 3.0

CRH 8 14 61.1 58.3 10 10 6 2 3 1 1 2 1 1 4.1 2.9 1.3 4.9

Croda International 10 9 59.8 51.7 5 5 0 2 3 0 0 2 1 0 6.0 9.6 3.2 0.2

DCC 13 10 58.8 53.3 6 6 4 3 3 0 0 1 0 1 4.1 0.6 6.9 15.1

Derwent London 6 13 61.3 56.3 6 6 0 1 6 0 0 0 N/A N/A 6.3 8.1 30.3 5.1

Diageo 7 11 58.3 53.5 8 8 4 4 2 2 1 2 1 0 4.6 6.8 1.8 4.5

Direct Line Group 11 9 56.3 51.5 6 6 0 3 2 0 0 1 0 0 2.2 2.5 2.5 2.5

Dixons Carphone 10 13 58.6 47.4 7 6 1 2 5 0 1 7 2 1 2.6 5.1 0.7 0.7

easyJet 8 10 52.9 52.0 7 7 2 1 2 0 1 2 0 2 3.8 1.9 4.8 4.8

Essentra 6 7 61.5 52.5 4 4 1 1 2 0 0 1 0 1 2.3 3.2 4.0 2.6

Evraz 10 10 57.4 50.0 8 5 3 1 1 1 0 0 N/A N/A 3.5 3.5 3.5 N/A

Experian 6 12 57.6 47.7 8 8 8 4 3 2 0 2 0 2 5.1 0.8 0.8 0.5

Fresnillo 5 12 61.1 N/A 11 6 2 2 0 N/A N/A 3 1 1 4.5 6.9 2.7 N/A

G4S 7 11 57.6 54.3 7 7 3 2 3 1 0 0 N/A N/A 4.9 2.9 1.9 1.5

GKN 10 8 58.6 52.0 4 4 1 1 3 0 0 0 N/A N/A 4.6 3.0 3.3 1.3

GlaxoSmithKline 6 16 60.6 52.3 12 12 8 5 3 1 0 2 0 1 5.1 10.3 6.9 4.0

Glencore 7 8 65.0 58.0 6 5 6 1 1 1 0 1 1 1 2.7 0.9 3.9 N/A

Great Portland Estates 6 8 53.3 45.0 4 4 0 1 3 0 0 0 N/A N/A 4.4 6.5 13.0 3.7

Halma 6 9 53.2 51.7 5 5 1 2 3 1 0 2 0 0 4.8 1.7 10.1 17.0

Hammerson 10 10 59.8 51.8 5 5 3 2 4 1 0 1 0 1 4.0 1.9 5.5 3.8

Hargreaves Lansdown 5 6 55.0 43.0 4 4 0 1 1 0 0 0 N/A N/A 3.3 5.3 4.6 N/A

Henderson Group 8 8 58.4 45.5 5 5 2 2 2 1 0 0 N/A N/A 3.9 1.9 6.4 1.8

Hikma Pharmaceuticals 8 9 65.7 56.5 7 6 4 1 1 1 0 1 1 0 6.0 0.9 7.8 N/A

Howden Joinery Group 7 7 57.8 58.5 4 4 0 1 2 0 0 0 N/A N/A 4.7 8.7 9.5 10.0

HSBC Holdings 8 17 61.2 56.3 13 13 7 6 3 0 0 2 1 2 4.3 4.3 4.3 4.3

ICAP 6 6 57.8 59.0 4 4 2 1 1 0 0 0 N/A N/A 4.2 1.7 15.6 N/A

IG Group 10 8 53.3 47.0 4 4 0 1 3 0 0 1 0 0 4.2 0.6 8.6 4.1

IMI 9 10 59.4 52.0 5 5 3 2 4 1 0 2 0 1 4.3 3.6 1.2 0.2

Imperial Tobacco Group 6 9 59.4 48.7 5 5 0 1 3 0 1 0 N/A N/A 4.9 1.2 4.9 1.3

Inchcape 5 9 54.3 50.5 6 6 4 2 2 1 0 2 1 2 3.4 5.9 0.1 5.5

Informa 8 8 56.0 46.5 5 5 0 2 2 0 0 1 0 0 4.2 7.0 1.3 0.7

Inmarsat 8 13 64.4 54.5 10 10 7 2 2 0 0 4 0 3 5.0 3.3 3.2 0.8

InterContinental Hotels Group 8 12 59.9 49.3 8 8 4 5 3 0 1 2 2 2 3.6 2.3 3.8 1.3

International Airlines Group 9 13 65.0 55.5 10 10 7 3 2 1 0 0 N/A N/A 3.4 4.3 4.3 4.3

Intertek Group 7 10 59.4 54.5 7 4 1 2 2 1 0 1 0 0 4.3 3.3 10.1 0.5

Intu Properties 4 10 61.3 54.0 7 5 1 2 2 0 0 0 N/A N/A 5.0 6.6 14.1 4.8

Investec 6 17 57.6 59.8 12 10 3 4 4 0 0 5 2 2 5.1 3.5 12.8 12.7

ITV 10 8 59.0 49.5 5 5 1 1 2 0 0 1 1 0 3.8 5.3 5.0 6.6


Board meetings

(scheduled)







Compass Group 8 10 60.2 52.8 5 5 1 2 4 0 0 1 1 0 5.3 1.2 8.8 3.0

CRH 8 14 61.1 58.3 10 10 6 2 3 1 1 2 1 1 4.1 2.9 1.3 4.9

Croda International 10 9 59.8 51.7 5 5 0 2 3 0 0 2 1 0 6.0 9.6 3.2 0.2

DCC 13 10 58.8 53.3 6 6 4 3 3 0 0 1 0 1 4.1 0.6 6.9 15.1

Derwent London 6 13 61.3 56.3 6 6 0 1 6 0 0 0 N/A N/A 6.3 8.1 30.3 5.1

Diageo 7 11 58.3 53.5 8 8 4 4 2 2 1 2 1 0 4.6 6.8 1.8 4.5

Direct Line Group 11 9 56.3 51.5 6 6 0 3 2 0 0 1 0 0 2.2 2.5 2.5 2.5

Dixons Carphone 10 13 58.6 47.4 7 6 1 2 5 0 1 7 2 1 2.6 5.1 0.7 0.7

easyJet 8 10 52.9 52.0 7 7 2 1 2 0 1 2 0 2 3.8 1.9 4.8 4.8

Essentra 6 7 61.5 52.5 4 4 1 1 2 0 0 1 0 1 2.3 3.2 4.0 2.6

Evraz 10 10 57.4 50.0 8 5 3 1 1 1 0 0 N/A N/A 3.5 3.5 3.5 N/A

Experian 6 12 57.6 47.7 8 8 8 4 3 2 0 2 0 2 5.1 0.8 0.8 0.5

Fresnillo 5 12 61.1 N/A 11 6 2 2 0 N/A N/A 3 1 1 4.5 6.9 2.7 N/A

G4S 7 11 57.6 54.3 7 7 3 2 3 1 0 0 N/A N/A 4.9 2.9 1.9 1.5

GKN 10 8 58.6 52.0 4 4 1 1 3 0 0 0 N/A N/A 4.6 3.0 3.3 1.3

GlaxoSmithKline 6 16 60.6 52.3 12 12 8 5 3 1 0 2 0 1 5.1 10.3 6.9 4.0

Glencore 7 8 65.0 58.0 6 5 6 1 1 1 0 1 1 1 2.7 0.9 3.9 N/A

Great Portland Estates 6 8 53.3 45.0 4 4 0 1 3 0 0 0 N/A N/A 4.4 6.5 13.0 3.7

Halma 6 9 53.2 51.7 5 5 1 2 3 1 0 2 0 0 4.8 1.7 10.1 17.0

Hammerson 10 10 59.8 51.8 5 5 3 2 4 1 0 1 0 1 4.0 1.9 5.5 3.8

Hargreaves Lansdown 5 6 55.0 43.0 4 4 0 1 1 0 0 0 N/A N/A 3.3 5.3 4.6 N/A

Henderson Group 8 8 58.4 45.5 5 5 2 2 2 1 0 0 N/A N/A 3.9 1.9 6.4 1.8

Hikma Pharmaceuticals 8 9 65.7 56.5 7 6 4 1 1 1 0 1 1 0 6.0 0.9 7.8 N/A

Howden Joinery Group 7 7 57.8 58.5 4 4 0 1 2 0 0 0 N/A N/A 4.7 8.7 9.5 10.0

HSBC Holdings 8 17 61.2 56.3 13 13 7 6 3 0 0 2 1 2 4.3 4.3 4.3 4.3

ICAP 6 6 57.8 59.0 4 4 2 1 1 0 0 0 N/A N/A 4.2 1.7 15.6 N/A

IG Group 10 8 53.3 47.0 4 4 0 1 3 0 0 1 0 0 4.2 0.6 8.6 4.1

IMI 9 10 59.4 52.0 5 5 3 2 4 1 0 2 0 1 4.3 3.6 1.2 0.2

Imperial Tobacco Group 6 9 59.4 48.7 5 5 0 1 3 0 1 0 N/A N/A 4.9 1.2 4.9 1.3

Inchcape 5 9 54.3 50.5 6 6 4 2 2 1 0 2 1 2 3.4 5.9 0.1 5.5

Informa 8 8 56.0 46.5 5 5 0 2 2 0 0 1 0 0 4.2 7.0 1.3 0.7

Inmarsat 8 13 64.4 54.5 10 10 7 2 2 0 0 4 0 3 5.0 3.3 3.2 0.8

InterContinental Hotels Group 8 12 59.9 49.3 8 8 4 5 3 0 1 2 2 2 3.6 2.3 3.8 1.3

International Airlines Group 9 13 65.0 55.5 10 10 7 3 2 1 0 0 N/A N/A 3.4 4.3 4.3 4.3

Intertek Group 7 10 59.4 54.5 7 4 1 2 2 1 0 1 0 0 4.3 3.3 10.1 0.5

Intu Properties 4 10 61.3 54.0 7 5 1 2 2 0 0 0 N/A N/A 5.0 6.6 14.1 4.8

Investec 6 17 57.6 59.8 12 10 3 4 4 0 0 5 2 2 5.1 3.5 12.8 12.7

ITV 10 8 59.0 49.5 5 5 1 1 2 0 0 1 1 0 3.8 5.3 5.0 6.6

SPENCER STUART

Board composition

Board meetings

(scheduled)







Johnson Matthey 6 10 58.8 53.3 5 5 1 2 4 2 0 2 0 0 3.3 3.8 0.8 0.8

Just Eat 9 9 45.3 42.5 6 3 2 1 2 0 0 1 0 1 1.0 1.1 1.1 1.1

Kingfisher 10 10 56.7 50.0 6 6 3 2 3 2 2 1 1 1 5.1 5.8 0.3 2.5

Land Securities Group 8 9 54.8 50.0 6 6 2 2 2 0 0 0 N/A N/A 3.9 6.4 3.0 9.6

Legal & General Group 8 13 56.5 53.0 8 8 2 3 4 1 0 3 1 1 2.5 5.1 2.8 1.8

Lloyds Banking Group 8 13 57.4 51.7 9 9 0 3 3 2 0 3 0 0 2.4 1.0 4.1 2.9

London Stock Exchange Group 4 13 54.0 56.7 9 9 4 3 3 3 0 1 1 0 2.9 11.8 5.9 2.8

Man Group 7 9 57.3 44.0 6 6 3 1 2 1 0 1 0 0 3.0 7.6 2.1 2.8

Marks & Spencer Group 8 13 53.3 51.5 6 6 1 3 6 2 2 2 1 0 3.0 4.3 4.9 0.0

Meggitt 8 9 59.4 57.0 5 5 2 2 3 0 0 2 1 0 4.0 0.1 1.9 1.8

Melrose Industries 4 8 63.0 56.5 4 4 0 1 3 0 0 0 N/A N/A 5.9 11.9 2.9 9.7

Merlin Entertainments 9 10 57.6 51.5 7 4 3 1 2 0 0 0 N/A N/A 1.3 1.4 1.4 1.4

Micro Focus International 7 9 54.1 54.0 7 5 3 2 1 0 0 3 1 2 2.6 4.0 N/A 4.5

Mondi 8 9 57.0 49.7 4 4 2 2 3 3 0 0 N/A N/A 6.3 1.8 / 5.7 7.8 6.5

National Grid 13 11 58.8 52.5 6 6 2 3 4 1 0 1 0 1 2.2 3.7 8.3 4.4

Next 10 10 61.2 48.8 5 5 0 2 4 0 2 2 2 0 5.2 8.9 13.7 0.1

Old Mutual 8 13 59.8 53.0 9 8 4 4 3 2 1 1 1 1 3.7 5.3 6.6 0.8

Pearson 6 9 57.0 54.0 6 6 3 3 2 0 0 2 1 0 2.0 9.5 2.3 8.8

Pennon Group 10 9 60.4 52.3 5 5 0 1 3 0 1 3 1 0 4.2 6.1 1.6 / 8.6 0.2

Persimmon 6 9 55.6 50.8 4 4 0 1 4 0 0 0 N/A N/A 4.5 4.0 2.0 16.0

Petrofac 6 8 58.5 53.7 4 4 4 2 3 1 0 0 N/A N/A 2.5 0.6 13.2 3.5

Playtech 9 5 63.0 39.0 2 2 0 1 2 0 0 N/A N/A 2.2 1.5 7.9 2.2

Provident Financial 12 7 58.3 54.0 4 4 0 1 2 1 0 0 N/A N/A 2.8 1.2 8.2 8.9

Prudential 10 16 63.4 51.1 8 8 3 2 7 3 1 0 N/A N/A 4.2 2.8 5.5 5.5

Randgold Resources 4 10 63.1 51.5 7 7 6 2 2 2 0 1 1 1 4.3 0.9 19.7 7.8

Reckitt Benckiser Group 5 15 59.2 56.5 12 11 8 4 2 1 0 6 3 4 4.5 11.9 3.6 2.2

RelX 6 9 61.4 49.0 6 6 5 2 2 1 0 1 0 0 5.3 5.9 5.5 0.7

Regus 8 8 60.2 51.0 5 5 4 2 2 2 0 1 1 1 3.8 4.9 6.5 3.6

Rentokil Initial 11 8 58.6 51.0 5 5 2 2 2 0 0 1 1 0 5.6 7.0 1.5 4.6

Rexam 7 8 59.0 51.5 5 5 3 2 2 0 0 1 0 1 2.8 3.1 5.2 9.5

Rightmove 9 10 57.9 43.3 6 6 2 2 3 1 1 1 1 1 5.8 8.2 2.0 0.7

Rio Tinto 10 14 63.2 63.0 11 11 7 3 2 2 0 2 1 2 5.0 6.0 2.3 2.0

RIT Capital Partners 4 11 62.8 79.0 10 8 1 2 0 N/A N/A 1 1 0 3.6 19.3 N/A N/A

Rolls- Royce 9 14 59.3 60.0 9 9 2 3 4 1 0 2 1 0 3.8 1.9 4.1 0.4

Royal Bank of Scotland Group 9 10 61.0 53.0 7 7 1 3 2 1 0 1 0 0 3.7 6.2 1.5 0.9

Royal Dutch Shell 9 12 62.7 55.0 9 9 7 3 2 1 0 2 2 2 3.4 8.8 1.3 5.9

Royal Mail 12 8 56.8 55.5 5 5 1 2 2 1 1 0 N/A N/A 1.5 1.5 1.5 1.5

RSA Insurance Group 9 9 59.8 51.5 6 6 3 2 2 0 0 1 0 1 3.1 2.1 1.2 2.8


Board meetings

(scheduled)







Johnson Matthey 6 10 58.8 53.3 5 5 1 2 4 2 0 2 0 0 3.3 3.8 0.8 0.8

Just Eat 9 9 45.3 42.5 6 3 2 1 2 0 0 1 0 1 1.0 1.1 1.1 1.1

Kingfisher 10 10 56.7 50.0 6 6 3 2 3 2 2 1 1 1 5.1 5.8 0.3 2.5

Land Securities Group 8 9 54.8 50.0 6 6 2 2 2 0 0 0 N/A N/A 3.9 6.4 3.0 9.6

Legal & General Group 8 13 56.5 53.0 8 8 2 3 4 1 0 3 1 1 2.5 5.1 2.8 1.8

Lloyds Banking Group 8 13 57.4 51.7 9 9 0 3 3 2 0 3 0 0 2.4 1.0 4.1 2.9

London Stock Exchange Group 4 13 54.0 56.7 9 9 4 3 3 3 0 1 1 0 2.9 11.8 5.9 2.8

Man Group 7 9 57.3 44.0 6 6 3 1 2 1 0 1 0 0 3.0 7.6 2.1 2.8

Marks & Spencer Group 8 13 53.3 51.5 6 6 1 3 6 2 2 2 1 0 3.0 4.3 4.9 0.0

Meggitt 8 9 59.4 57.0 5 5 2 2 3 0 0 2 1 0 4.0 0.1 1.9 1.8

Melrose Industries 4 8 63.0 56.5 4 4 0 1 3 0 0 0 N/A N/A 5.9 11.9 2.9 9.7

Merlin Entertainments 9 10 57.6 51.5 7 4 3 1 2 0 0 0 N/A N/A 1.3 1.4 1.4 1.4

Micro Focus International 7 9 54.1 54.0 7 5 3 2 1 0 0 3 1 2 2.6 4.0 N/A 4.5

Mondi 8 9 57.0 49.7 4 4 2 2 3 3 0 0 N/A N/A 6.3 1.8 / 5.7 7.8 6.5

National Grid 13 11 58.8 52.5 6 6 2 3 4 1 0 1 0 1 2.2 3.7 8.3 4.4

Next 10 10 61.2 48.8 5 5 0 2 4 0 2 2 2 0 5.2 8.9 13.7 0.1

Old Mutual 8 13 59.8 53.0 9 8 4 4 3 2 1 1 1 1 3.7 5.3 6.6 0.8

Pearson 6 9 57.0 54.0 6 6 3 3 2 0 0 2 1 0 2.0 9.5 2.3 8.8

Pennon Group 10 9 60.4 52.3 5 5 0 1 3 0 1 3 1 0 4.2 6.1 1.6 / 8.6 0.2

Persimmon 6 9 55.6 50.8 4 4 0 1 4 0 0 0 N/A N/A 4.5 4.0 2.0 16.0

Petrofac 6 8 58.5 53.7 4 4 4 2 3 1 0 0 N/A N/A 2.5 0.6 13.2 3.5

Playtech 9 5 63.0 39.0 2 2 0 1 2 0 0 N/A N/A 2.2 1.5 7.9 2.2

Provident Financial 12 7 58.3 54.0 4 4 0 1 2 1 0 0 N/A N/A 2.8 1.2 8.2 8.9

Prudential 10 16 63.4 51.1 8 8 3 2 7 3 1 0 N/A N/A 4.2 2.8 5.5 5.5

Randgold Resources 4 10 63.1 51.5 7 7 6 2 2 2 0 1 1 1 4.3 0.9 19.7 7.8

Reckitt Benckiser Group 5 15 59.2 56.5 12 11 8 4 2 1 0 6 3 4 4.5 11.9 3.6 2.2

RelX 6 9 61.4 49.0 6 6 5 2 2 1 0 1 0 0 5.3 5.9 5.5 0.7

Regus 8 8 60.2 51.0 5 5 4 2 2 2 0 1 1 1 3.8 4.9 6.5 3.6

Rentokil Initial 11 8 58.6 51.0 5 5 2 2 2 0 0 1 1 0 5.6 7.0 1.5 4.6

Rexam 7 8 59.0 51.5 5 5 3 2 2 0 0 1 0 1 2.8 3.1 5.2 9.5

Rightmove 9 10 57.9 43.3 6 6 2 2 3 1 1 1 1 1 5.8 8.2 2.0 0.7

Rio Tinto 10 14 63.2 63.0 11 11 7 3 2 2 0 2 1 2 5.0 6.0 2.3 2.0

RIT Capital Partners 4 11 62.8 79.0 10 8 1 2 0 N/A N/A 1 1 0 3.6 19.3 N/A N/A

Rolls- Royce 9 14 59.3 60.0 9 9 2 3 4 1 0 2 1 0 3.8 1.9 4.1 0.4

Royal Bank of Scotland Group 9 10 61.0 53.0 7 7 1 3 2 1 0 1 0 0 3.7 6.2 1.5 0.9

Royal Dutch Shell 9 12 62.7 55.0 9 9 7 3 2 1 0 2 2 2 3.4 8.8 1.3 5.9

Royal Mail 12 8 56.8 55.5 5 5 1 2 2 1 1 0 N/A N/A 1.5 1.5 1.5 1.5

RSA Insurance Group 9 9 59.8 51.5 6 6 3 2 2 0 0 1 0 1 3.1 2.1 1.2 2.8

SPENCER STUART

Board composition

Board meetings

(scheduled)







SABMiller 8 15 56.8 55.0 13 8 7 3 1 1 0 2 0 2 5.9 1.3 2.0 N/A

Sage Group 7 8 56.8 53.5 5 5 2 2 2 0 0 1 0 0 2.9 2.8 0.4 1.3

Sainsbury (J) 8 10 57.7 50.0 7 7 0 3 2 0 0 1 0 0 5.1 5.4 0.8 4.8

Schroders 5 11 64.0 54.6 5 4 1 1 5 1 0 1 0 0 14.0 2.9 13.4 1.9

SEGRO 8 10 55.2 51.3 5 5 0 1 4 0 0 1 0 0 3.1 8.6 4.1 3.7

Severn Trent 7 8 59.0 42.5 5 5 0 1 2 0 1 2 0 0 3.3 4.8 1.0 0.1

Shire 6 9 60.7 53.0 6 6 2 1 2 2 0 1 0 1 4.9 1.0 2.0 0.0

Sky 7 14 55.1 48.0 11 7 7 2 2 0 0 0 N/A N/A 7.9 3.0 7.3 7.0

Smith & Nephew 9 10 61.6 54.5 7 7 4 2 2 1 1 2 1 2 4.4 1.0 4.0 2.2

Smith (DS) 7 8 53.4 50.0 5 5 0 2 2 0 0 2 1 0 2.3 3.3 5.0 1.6

Smiths Group 10 8 64.7 62.0 6 6 3 2 1 1 0 1 0 1 5.6 1.4 7.3 N/A

Spectris 7 9 56.2 54.0 6 6 3 2 2 1 0 2 0 1 3.0 7.0 9.3 8.6

Spirax- Sarco Engineering 7 9 58.3 54.8 4 4 2 1 4 1 0 1 0 0 3.9 5.8 1.3 22.9

Sports Direct International 5 6 58.0 49.0 3 3 0 1 2 0 0 0 N/A N/A 6.5 5.4 8.1 N/A

SSE 6 8 56.8 49.5 5 5 0 2 2 0 0 1 0 0 3.6 10.3 1.8 12.5

St. James's Place 7 9 59.3 57.0 4 4 0 1 4 0 0 0 N/A N/A 2.3 1.3 7.9 10.6

Standard Chartered 10 17 59.8 55.7 13 13 5 4 3 0 0 4 2 2 3.5 4.8 7.4 0.8

Standard Life 9 12 58.4 55.3 8 8 2 3 3 0 0 3 1 0 3.2 8.8 5.3 0.7

TalkTalk Telecom Group 6 11 54.4 45.5 6 6 1 0 4 0 2 3 1 0 4.2 5.1 5.1 0.3

Tate & Lyle 6 10 59.1 51.5 7 7 3 3 2 1 0 2 0 0 3.8 5.8 5.6 0.6

Taylor Wimpey 8 8 57.3 46.7 4 4 0 2 3 1 0 0 N/A N/A 3.8 4.8 7.8 4.4

Tesco 7 9 58.3 52.5 6 6 2 1 2 0 0 5 0 1 2.7 0.1 0.6 0.6

Travis Perkins 6 9 54.3 48.0 6 6 1 2 2 0 0 3 1 1 2.6 4.9 1.3 2.0

TUI 6 16 59.3 53.8 9 7 7 4 6 2 0 0 N/A N/A 4.4 4.2 2.2 / 7.6 2.6

Tullow Oil 8 12 58.2 57.0 6 6 0 2 5 0 0 1 0 0 3.4 3.3 30.3 6.7

UBM 6 10 61.3 55.0 7 7 4 1 2 1 0 2 1 1 4.7 2.8 0.9 5.6

Unilever 7 12 58.6 52.0 9 9 6 6 2 0 0 3 1 2 2.9 7.9 6.3 4.9

United Utilities Group 8 8 55.2 57.0 5 5 0 2 2 0 0 1 0 0 3.2 7.2 4.3 4.6

Vodafone Group 7 13 60.7 52.0 9 9 4 3 3 1 0 3 1 1 4.7 3.8 6.8 1.0

Weir Group 8 9 58.5 49.0 6 6 2 2 2 0 0 1 0 0 3.6 1.3 5.4 5.0

Whitbread 10 10 56.8 52.0 5 5 1 2 4 0 1 0 N/A N/A 6.0 0.6 4.4 2.4

William Hill 10 8 55.2 50.0 5 5 0 2 2 0 0 1 0 0 3.7 4.6 0.7 5.0

Wm Morrison Supermarkets 11 7 58.3 48.5 4 4 1 2 2 0 0 2 0 0 4.7 0.3 0.1 2.0

Wolseley 6 10 52.8 56.7 6 6 2 3 3 1 0 3 1 1 1.9 4.3 5.8 5.0

Wood Group (John) 8 9 59.7 53.0 6 6 3 2 2 0 0 1 1 0 3.9 1.0 2.5 14.7

WPP 6 17 58.3 63.5 14 14 13 4 2 0 0 1 0 1 3.7 14.3 29.3 18.4


Board meetings

(scheduled)







SABMiller 8 15 56.8 55.0 13 8 7 3 1 1 0 2 0 2 5.9 1.3 2.0 N/A

Sage Group 7 8 56.8 53.5 5 5 2 2 2 0 0 1 0 0 2.9 2.8 0.4 1.3

Sainsbury (J) 8 10 57.7 50.0 7 7 0 3 2 0 0 1 0 0 5.1 5.4 0.8 4.8

Schroders 5 11 64.0 54.6 5 4 1 1 5 1 0 1 0 0 14.0 2.9 13.4 1.9

SEGRO 8 10 55.2 51.3 5 5 0 1 4 0 0 1 0 0 3.1 8.6 4.1 3.7

Severn Trent 7 8 59.0 42.5 5 5 0 1 2 0 1 2 0 0 3.3 4.8 1.0 0.1

Shire 6 9 60.7 53.0 6 6 2 1 2 2 0 1 0 1 4.9 1.0 2.0 0.0

Sky 7 14 55.1 48.0 11 7 7 2 2 0 0 0 N/A N/A 7.9 3.0 7.3 7.0

Smith & Nephew 9 10 61.6 54.5 7 7 4 2 2 1 1 2 1 2 4.4 1.0 4.0 2.2

Smith (DS) 7 8 53.4 50.0 5 5 0 2 2 0 0 2 1 0 2.3 3.3 5.0 1.6

Smiths Group 10 8 64.7 62.0 6 6 3 2 1 1 0 1 0 1 5.6 1.4 7.3 N/A

Spectris 7 9 56.2 54.0 6 6 3 2 2 1 0 2 0 1 3.0 7.0 9.3 8.6

Spirax- Sarco Engineering 7 9 58.3 54.8 4 4 2 1 4 1 0 1 0 0 3.9 5.8 1.3 22.9

Sports Direct International 5 6 58.0 49.0 3 3 0 1 2 0 0 0 N/A N/A 6.5 5.4 8.1 N/A

SSE 6 8 56.8 49.5 5 5 0 2 2 0 0 1 0 0 3.6 10.3 1.8 12.5

St. James's Place 7 9 59.3 57.0 4 4 0 1 4 0 0 0 N/A N/A 2.3 1.3 7.9 10.6

Standard Chartered 10 17 59.8 55.7 13 13 5 4 3 0 0 4 2 2 3.5 4.8 7.4 0.8

Standard Life 9 12 58.4 55.3 8 8 2 3 3 0 0 3 1 0 3.2 8.8 5.3 0.7

TalkTalk Telecom Group 6 11 54.4 45.5 6 6 1 0 4 0 2 3 1 0 4.2 5.1 5.1 0.3

Tate & Lyle 6 10 59.1 51.5 7 7 3 3 2 1 0 2 0 0 3.8 5.8 5.6 0.6

Taylor Wimpey 8 8 57.3 46.7 4 4 0 2 3 1 0 0 N/A N/A 3.8 4.8 7.8 4.4

Tesco 7 9 58.3 52.5 6 6 2 1 2 0 0 5 0 1 2.7 0.1 0.6 0.6

Travis Perkins 6 9 54.3 48.0 6 6 1 2 2 0 0 3 1 1 2.6 4.9 1.3 2.0

TUI 6 16 59.3 53.8 9 7 7 4 6 2 0 0 N/A N/A 4.4 4.2 2.2 / 7.6 2.6

Tullow Oil 8 12 58.2 57.0 6 6 0 2 5 0 0 1 0 0 3.4 3.3 30.3 6.7

UBM 6 10 61.3 55.0 7 7 4 1 2 1 0 2 1 1 4.7 2.8 0.9 5.6

Unilever 7 12 58.6 52.0 9 9 6 6 2 0 0 3 1 2 2.9 7.9 6.3 4.9

United Utilities Group 8 8 55.2 57.0 5 5 0 2 2 0 0 1 0 0 3.2 7.2 4.3 4.6

Vodafone Group 7 13 60.7 52.0 9 9 4 3 3 1 0 3 1 1 4.7 3.8 6.8 1.0

Weir Group 8 9 58.5 49.0 6 6 2 2 2 0 0 1 0 0 3.6 1.3 5.4 5.0

Whitbread 10 10 56.8 52.0 5 5 1 2 4 0 1 0 N/A N/A 6.0 0.6 4.4 2.4

William Hill 10 8 55.2 50.0 5 5 0 2 2 0 0 1 0 0 3.7 4.6 0.7 5.0

Wm Morrison Supermarkets 11 7 58.3 48.5 4 4 1 2 2 0 0 2 0 0 4.7 0.3 0.1 2.0

Wolseley 6 10 52.8 56.7 6 6 2 3 3 1 0 3 1 1 1.9 4.3 5.8 5.0

Wood Group (John) 8 9 59.7 53.0 6 6 3 2 2 0 0 1 1 0 3.9 1.0 2.5 14.7

WPP 6 17 58.3 63.5 14 14 13 4 2 0 0 1 0 1 3.7 14.3 29.3 18.4

SPENCER STUART

Board remuneration and committees

Financial year

remuneratIon (000, £ unless specIfIed)

commItteescommIttee fees

(000, £ unless specIfIed)Board

evaluation

outsIde boards (quoted)

Chairman

Senior independent director Non- executives

Additional fee Total fee Basic fee Additional fees Paid in shares? Count Type Meetings Committee chairmen Members Chairman CEO CFO

3i Group Mar- 15 295 10 50 No 30a/3000 sharesb 5 A R N V Br A6; R5; N6; V4; Br2 A R V 20 A R V 8 Internal 1 1 1

AA Jan- 15 1,1131 90 80 No No 4 A R N Ri A3; R2; N2; Ri1 A R Ri 15 No Newco 1 1 0

Aberdeen Asset Management Sep- 14 300 20 121 60 No No 5 A R N Ri Inn A5; R4; N4; Ri4 A R Ri 30 A R Ri 12; N5 External 0 1 0

Admiral Group Dec- 14 228 5 55 No No 4 A R N Ri A6; R8; N1; Ri5 A Ri 20; R N 5 A Ri 12 Internal 0 0 0

Aggreko Dec- 14 335 20 60 No No 4 A R N Eth A3; R3; N2; Eth3 A R 20 No Internal 2 0 0

Alliance Trust Dec- 14 120 5 50 35 No No 4 A R N Ri A5; R4; N2; Ri4 A11; R Ri 7.5 A R Ri 3 Internal 0 1 0

Amec Foster Wheeler Dec- 14 318 5.5 60.5 12.1 travelc No 4 A R N HSSEE A6; R5; N4; E32 A18.5; R13; HSSEE6 No External 1 1 1

Anglo American Dec- 14 700 30 131 80 No Optional 4 A R N Sus A3; R3; N2; Sus4 A R Sus 30; N154 No Internal 4 1 2

Antofagasta Dec- 14 $2,950 N/A $356 $260 No No 4 A R N Sus A4; R7; N8; Sus3 A $20; R Sus $16; N $10 A R Sus $10; N $4 Internal 2 N/A N/A

ARM Holdings Dec- 14 400 16 92 60 $2.5/2d No 3 A R N A6; R5; N5 A R 16 No Internal 3 1 2

Ashtead Group Apr- 15 200 58 50 No No 3 A R N A4; R2; N1 A R 10 No Internal 5 0 0

Associated British Foods Sep- 14 350 17.5 82 65 No No 3 A R N A5; R6; N1 A 17.5 No Internal 0 0 1

AstraZeneca Dec- 14 575 30 140 75 No No 4 A R N Sci A5; R13; N5; Sci5 A40; R35; Sci17 A20; R15; Sci10 External 2 0 0

Aviva Dec- 14 550 35 138 70 No No 5 A R N Ri Gov A13; R10; N5; Ri7; Gov6 A Ri 45; R Gov 35 A Ri 15; R Gov 12.5;

N7.5 Internal 1 0 0

Babcock International Group Mar- 15 295 10 65 55 4c No 3 A R N A4; R6; N3 A R 12.5 No Internal 2 0 0

BAE Systems Dec- 14 650 20 129 75 4.5e No 4 A R N CR A7; R6; N2; CR4 A25; R CR 20 No Internal 0 0 1

Barclays Dec- 14 750 30 DCh 250 80 100a/30b 6 A R N Ent Fin Rep

A13; R3; N3; Ent2; Fin7; Rep4 A R 70; Fin60; Rep50 A R 30; N15; Rep

Fin 25 External 2 0 0

Barratt Developments Jun- 14 270 5 63 48 No No 4 A R N SHE A4; R5; N2; SHE2 A R 10; SHE5 No Internal 1 1 0

Bellway Jul- 14 185 5 51.5 No No 3 A R N A3; R4; N2 A R 5 No External 0 0 0

Berkeley Group Holdings Apr- 15 3,4881 47.5 106 58.5 No No 3 A R N A3; R3; N2 A R 12.5 No External 0 N/A 0

BG Group Dec- 14 725 30 153 82 No Optional 6 A R N Sus F Ch A6; R7; N6; Sus4; F7; Ch6 A28; R25; S20 A R Sus F Ch 8 Internal 0 0 1

BHP Billiton Jun- 14 $1,100 $48 $263 $170 Travel; 3–10 hrs $7; >10 hrs $15 No 5 A R N Sus F A9; R7; N6; Sus7; F10 A F $60; R Sus $45 A F 32.5; R Sus $27.5 External 2 0 N/A

Booker Group Mar- 15 135 48 40 No No 3 A R N A8; R5; N2 A R 6; N4 A R 3; N2 Internal 4 0 0

BP Dec- 14 785 30 150 90 5h No 6 A R N SEEAC Gulf Ch

A13; R5; N6; SEEAC7; Gulf11; Ch5 A R SEEAC Gulf 30 A R SEEAC Gulf 20 External 1 1 0 or 1

British American Tobacco Dec- 14 629 30 138 90 No No 4 A R N CR A5; R6; N5; CR2 A R 30; CR 25 A CR N R 6 Internal 2 1 0

British Land Co Mar- 15 352 9.5 78.9 34.25 4.2f/0.84g No 3 A R N A6; R4; N1A R 5.775 plus £1,890

in person; £840 by phone

£1,890 in person; £840 by phone External 4 1 1

1 Full-time chairman2 Ethics committee changed into HSSEE3 NomCo chair fee is waived4 Includes fee for Remuneration committee

chair

a Chairmanb Non- executivesc Non- UK directorsd For directors based outside UKe Travel >5 hours

f Per- meeting attendance in persong Per- meeting attendance by telephoneh Intercontinental travel, per meetingi Per meeting outside country of residencej Including committee workk Scientific expertsm Per day, within country of residencen Per meeting for directors outside Europe

A AuditR RemunerationN Nomination

Bi Bigger PictureBr Brand and ValuesCARAC Corporate Accountability and Risk

AssuranceCh Chairman’s Con ConflictsCR Corporate/Social ResponsibilityDis Disclosure


Financial year




evaluation


Chairman



3i Group Mar- 15 295 10 50 No 30a/3000 sharesb 5 A R N V Br A6; R5; N6; V4; Br2 A R V 20 A R V 8 Internal 1 1 1

AA Jan- 15 1,1131 90 80 No No 4 A R N Ri A3; R2; N2; Ri1 A R Ri 15 No Newco 1 1 0

Aberdeen Asset Management Sep- 14 300 20 121 60 No No 5 A R N Ri Inn A5; R4; N4; Ri4 A R Ri 30 A R Ri 12; N5 External 0 1 0

Admiral Group Dec- 14 228 5 55 No No 4 A R N Ri A6; R8; N1; Ri5 A Ri 20; R N 5 A Ri 12 Internal 0 0 0

Aggreko Dec- 14 335 20 60 No No 4 A R N Eth A3; R3; N2; Eth3 A R 20 No Internal 2 0 0

Alliance Trust Dec- 14 120 5 50 35 No No 4 A R N Ri A5; R4; N2; Ri4 A11; R Ri 7.5 A R Ri 3 Internal 0 1 0

Amec Foster Wheeler Dec- 14 318 5.5 60.5 12.1 travelc No 4 A R N HSSEE A6; R5; N4; E32 A18.5; R13; HSSEE6 No External 1 1 1

Anglo American Dec- 14 700 30 131 80 No Optional 4 A R N Sus A3; R3; N2; Sus4 A R Sus 30; N154 No Internal 4 1 2

Antofagasta Dec- 14 $2,950 N/A $356 $260 No No 4 A R N Sus A4; R7; N8; Sus3 A $20; R Sus $16; N $10 A R Sus $10; N $4 Internal 2 N/A N/A

ARM Holdings Dec- 14 400 16 92 60 $2.5/2d No 3 A R N A6; R5; N5 A R 16 No Internal 3 1 2

Ashtead Group Apr- 15 200 58 50 No No 3 A R N A4; R2; N1 A R 10 No Internal 5 0 0

Associated British Foods Sep- 14 350 17.5 82 65 No No 3 A R N A5; R6; N1 A 17.5 No Internal 0 0 1

AstraZeneca Dec- 14 575 30 140 75 No No 4 A R N Sci A5; R13; N5; Sci5 A40; R35; Sci17 A20; R15; Sci10 External 2 0 0

Aviva Dec- 14 550 35 138 70 No No 5 A R N Ri Gov A13; R10; N5; Ri7; Gov6 A Ri 45; R Gov 35 A Ri 15; R Gov 12.5;

N7.5 Internal 1 0 0

Babcock International Group Mar- 15 295 10 65 55 4c No 3 A R N A4; R6; N3 A R 12.5 No Internal 2 0 0

BAE Systems Dec- 14 650 20 129 75 4.5e No 4 A R N CR A7; R6; N2; CR4 A25; R CR 20 No Internal 0 0 1

Barclays Dec- 14 750 30 DCh 250 80 100a/30b 6 A R N Ent Fin Rep

A13; R3; N3; Ent2; Fin7; Rep4 A R 70; Fin60; Rep50 A R 30; N15; Rep

Fin 25 External 2 0 0

Barratt Developments Jun- 14 270 5 63 48 No No 4 A R N SHE A4; R5; N2; SHE2 A R 10; SHE5 No Internal 1 1 0

Bellway Jul- 14 185 5 51.5 No No 3 A R N A3; R4; N2 A R 5 No External 0 0 0

Berkeley Group Holdings Apr- 15 3,4881 47.5 106 58.5 No No 3 A R N A3; R3; N2 A R 12.5 No External 0 N/A 0

BG Group Dec- 14 725 30 153 82 No Optional 6 A R N Sus F Ch A6; R7; N6; Sus4; F7; Ch6 A28; R25; S20 A R Sus F Ch 8 Internal 0 0 1

BHP Billiton Jun- 14 $1,100 $48 $263 $170 Travel; 3–10 hrs $7; >10 hrs $15 No 5 A R N Sus F A9; R7; N6; Sus7; F10 A F $60; R Sus $45 A F 32.5; R Sus $27.5 External 2 0 N/A

Booker Group Mar- 15 135 48 40 No No 3 A R N A8; R5; N2 A R 6; N4 A R 3; N2 Internal 4 0 0

BP Dec- 14 785 30 150 90 5h No 6 A R N SEEAC Gulf Ch

A13; R5; N6; SEEAC7; Gulf11; Ch5 A R SEEAC Gulf 30 A R SEEAC Gulf 20 External 1 1 0 or 1

British American Tobacco Dec- 14 629 30 138 90 No No 4 A R N CR A5; R6; N5; CR2 A R 30; CR 25 A CR N R 6 Internal 2 1 0

British Land Co Mar- 15 352 9.5 78.9 34.25 4.2f/0.84g No 3 A R N A6; R4; N1A R 5.775 plus £1,890

in person; £840 by phone

£1,890 in person; £840 by phone External 4 1 1

Ent Enterprise Wide RiskEth EthicsF FinanceFC Financial Crime RiskFin Financial RiskGal GalaxyGov GovernanceGulf Gulf of MexicoHESS Health, Environment, Safety &

SecurityHSEC Health and Safety, Environmental &

Communities

HSS Health, Safety & SecurityHSSEE Health, Safety, Security, Environmen-

tal and EthicsInn InnovationInv Investment O OversightP PensionsPh Philanthropic & Community

Investment Oversight Re Reputation & ResponsibilityRep Conduct, Operational & Reputational

Risk

Ri RiskS SafetySci ScienceSEEAC Safety, Ethics & EnvironmentSHE Safety, Health & EnvironmentSus SustainabilityStM Stakeholder ManagementTal TalentTech TechnologyTr TreasuryV ValuationVul Financial System Vulnerabilities

SPENCER STUART



chair






Financial year




evaluation


Chairman



BT Group Mar- 15 675 27 147 70 2h No 6 A R N CR P Tech A7; R8; N5; CR2; P4; Tech5 A 30; R25; P15; A 20; R 15;

N P 7.5; CR5 External 2 0 0

BTG Mar- 15 175 5 60 45 No No 3 A R N A3; R5; N3 A R 10 No External 4 2 0

Bunzl Dec- 14 325 16 94.5 64.5 No No 3 A R N A5; R5; N4 A R 14 No External 1 1 1

Burberry Group Mar- 15 400 20 135 80 2i No 3 A R N A3; R4; N3 A R 35 No External 1 0 0

Cable & Wireless Communications Mar- 15 386 20 85 65 20 for Integration Committee No 3 A R N A4; R5; N3 A20 No External 1 0 0

Capita Dec- 14 200 10 72 62k No No 3 A R N A6; R4; N2 Included in fee No Internal 1 0 0

Capital & Counties Properties Dec- 14 234 11.4 82 45.8 No No 4 A R N CR A3; R6; N2; CR4 A R CR 11 A R N CR 6 Internal 3 1 0

Carnival Nov- 14 $3,7941 $20 $258 $40 $5f/$2g $129K additional 4 A R N HESS A13; R6; N4; HESS5

A R HESS $23; N $10; Attendance: A S $3 in person; $1.5 phone; R N $2.5 in person;

$1.25 phone;

A S $7.5; R N $3.75; Attendance: A S $3 in person; $1.5 phone; R N $2.5 in person;

$1.25 phone

Internal 0 2 N/A

Catlin Group Dec- 14 235 10 $170 67.75 No No 4 A R N Inv A4; R5; N4; Inv A35; R25; Inv10 A 0.5 Internal 3 0 0

Centrica Dec- 14 495 20 105 65 No No 4 A R N CR A4; R10; N8; CR4 A23; R CR 20 No External 1 1 N/A

Cobham Dec- 14 270 10 75 55 US- based: 5 No 3 A R N A5; R7; N3 A R 10 All 2.5 Internal 0 0 0

Coca- Cola HBC Dec- 14 NIL €10 €90 €65 No No 4 A R N CR A9; R4; N4; CR4 A €25; R N €10 A €12.5; R N CR €5 Internal 0 0 N/A

Compass Group Sep- 14 475 27 121 81j,3 No No 4 A R N CR A4; R4; N2; CR3 A R 22; CR12 Included in fee Internal 4 1 1

CRH Dec- 14 €450 €25 €124 €90 No No 5 A R N Acq F A10; R8; N7; Acq8; F7 A €34; R €15 No Internal 1 0 0

Croda International Dec- 14 200 7 58 52 No No 3 A R N A5; R8; N5 A R 10 No External 1 0 0

DCC Mar- 15 €225 €12 €103 €60 DCh €23 No 3 A R N A6; R8; N8 A €20; R €12.5 A €8; R €5; N €3 External 2 1 0

Derwent London Dec- 14 150 5.5 62 40 No No 4 A R N Ri A4; R4; N4; Ri3 All 5.5 All 3.75 External 3 0 0

Diageo Jun- 15 500 20 129 84 No No 3 A R N A4; R6; N3 A30; R25 No External 2 1 1

Direct Line Group Dec- 14 400 30 115 70 No No 6 A R N Ri CR Inv A5; R8; N3; Ri6; CR4; Inv4 A R Ri 30; CR 10 A R Ri 10; N CR 5 Internal 0 0 0

Dixons Carphone Apr- 15 290 DCh 179 45 No 3 A R N A3; R4; N1 A R 15 A R N 5 Internal 1 1 0

easyJet Sep- 14 300 25 100 60 No No 6 A R N O S F A3; R3; N3; O3; S4; F4 A R S 15; F10 No External 2 1 0

Essentra Dec- 14 190 5.3 50 No No 3 A R N A4; R3; N4 A R 10.5 No External 1 2 0

Evraz Dec- 14 $750 $224 $150 $30 expenses No 4 A R N SHE A12; R3; N2; SHE2 A $100; R N SHE $50 All $24 External 1 0 N/A

Experian Mar- 15 600 €80 €190 €132.5 €6h No 3 A R N A4; R4; N6 A €40; R €32 No Internal 1 0 0

Fresnillo Dec- 14 30 Yes 90 30 No No 4 A R N HSEC A5; R4; N2; HSEC2 A R Yes No External 5 N/A N/A

G4S Dec- 14 356 10.75 87 58.4 DCh 46.8 No 5 A R N Ri CR A6; R5; N3; Ri3; CR3 A R CR 17.75 No External 1 2 0

GKN Dec- 14 315 10 80 55 No No 3 A R N A5; R8; N3 A R 15 No Internal 2 0 0


Financial year




evaluation


Chairman



BT Group Mar- 15 675 27 147 70 2h No 6 A R N CR P Tech A7; R8; N5; CR2; P4; Tech5 A 30; R25; P15; A 20; R 15;

N P 7.5; CR5 External 2 0 0

BTG Mar- 15 175 5 60 45 No No 3 A R N A3; R5; N3 A R 10 No External 4 2 0

Bunzl Dec- 14 325 16 94.5 64.5 No No 3 A R N A5; R5; N4 A R 14 No External 1 1 1

Burberry Group Mar- 15 400 20 135 80 2i No 3 A R N A3; R4; N3 A R 35 No External 1 0 0

Cable & Wireless Communications Mar- 15 386 20 85 65 20 for Integration Committee No 3 A R N A4; R5; N3 A20 No External 1 0 0

Capita Dec- 14 200 10 72 62k No No 3 A R N A6; R4; N2 Included in fee No Internal 1 0 0

Capital & Counties Properties Dec- 14 234 11.4 82 45.8 No No 4 A R N CR A3; R6; N2; CR4 A R CR 11 A R N CR 6 Internal 3 1 0

Carnival Nov- 14 $3,7941 $20 $258 $40 $5f/$2g $129K additional 4 A R N HESS A13; R6; N4; HESS5

A R HESS $23; N $10; Attendance: A S $3 in person; $1.5 phone; R N $2.5 in person;

$1.25 phone;

A S $7.5; R N $3.75; Attendance: A S $3 in person; $1.5 phone; R N $2.5 in person;

$1.25 phone

Internal 0 2 N/A

Catlin Group Dec- 14 235 10 $170 67.75 No No 4 A R N Inv A4; R5; N4; Inv A35; R25; Inv10 A 0.5 Internal 3 0 0

Centrica Dec- 14 495 20 105 65 No No 4 A R N CR A4; R10; N8; CR4 A23; R CR 20 No External 1 1 N/A

Cobham Dec- 14 270 10 75 55 US- based: 5 No 3 A R N A5; R7; N3 A R 10 All 2.5 Internal 0 0 0

Coca- Cola HBC Dec- 14 NIL €10 €90 €65 No No 4 A R N CR A9; R4; N4; CR4 A €25; R N €10 A €12.5; R N CR €5 Internal 0 0 N/A

Compass Group Sep- 14 475 27 121 81j,3 No No 4 A R N CR A4; R4; N2; CR3 A R 22; CR12 Included in fee Internal 4 1 1

CRH Dec- 14 €450 €25 €124 €90 No No 5 A R N Acq F A10; R8; N7; Acq8; F7 A €34; R €15 No Internal 1 0 0

Croda International Dec- 14 200 7 58 52 No No 3 A R N A5; R8; N5 A R 10 No External 1 0 0

DCC Mar- 15 €225 €12 €103 €60 DCh €23 No 3 A R N A6; R8; N8 A €20; R €12.5 A €8; R €5; N €3 External 2 1 0

Derwent London Dec- 14 150 5.5 62 40 No No 4 A R N Ri A4; R4; N4; Ri3 All 5.5 All 3.75 External 3 0 0

Diageo Jun- 15 500 20 129 84 No No 3 A R N A4; R6; N3 A30; R25 No External 2 1 1

Direct Line Group Dec- 14 400 30 115 70 No No 6 A R N Ri CR Inv A5; R8; N3; Ri6; CR4; Inv4 A R Ri 30; CR 10 A R Ri 10; N CR 5 Internal 0 0 0

Dixons Carphone Apr- 15 290 DCh 179 45 No 3 A R N A3; R4; N1 A R 15 A R N 5 Internal 1 1 0

easyJet Sep- 14 300 25 100 60 No No 6 A R N O S F A3; R3; N3; O3; S4; F4 A R S 15; F10 No External 2 1 0

Essentra Dec- 14 190 5.3 50 No No 3 A R N A4; R3; N4 A R 10.5 No External 1 2 0

Evraz Dec- 14 $750 $224 $150 $30 expenses No 4 A R N SHE A12; R3; N2; SHE2 A $100; R N SHE $50 All $24 External 1 0 N/A

Experian Mar- 15 600 €80 €190 €132.5 €6h No 3 A R N A4; R4; N6 A €40; R €32 No Internal 1 0 0

Fresnillo Dec- 14 30 Yes 90 30 No No 4 A R N HSEC A5; R4; N2; HSEC2 A R Yes No External 5 N/A N/A

G4S Dec- 14 356 10.75 87 58.4 DCh 46.8 No 5 A R N Ri CR A6; R5; N3; Ri3; CR3 A R CR 17.75 No External 1 2 0

GKN Dec- 14 315 10 80 55 No No 3 A R N A5; R8; N3 A R 15 No Internal 2 0 0



Communities




Risk


SPENCER STUART



chair






Financial year




evaluation


Chairman



GlaxoSmithKline Dec- 14 710 30 247 85 7.5h/30k 250a/25%b 4 A R N CR A6; R6; N4; CR5 A80; R CR 20 No External 0 0 0

Glencore Dec- 14 $1,056 $46 $124 No No 4 A R N HSEC A4; R2; N2; HSEC5 A $55; R $44; N $36; HSEC $125

A $31; R $23; N HSEC $19 Internal 1 2 N/A

Great Portland Estates Mar- 15 217.5 5 69 47 No No 3 A R N A6; R6; N3 A R 10 A R 5; N3.35 Internal 1 0 0

Halma Mar- 15 180 5 59 48 No No 3 A R N A3; R4; N4 A R 7.5 No External 2 1 0

Hammerson Dec- 14 320 10 77 55 No No 3 A R N A3; R4; N2 A15; R10 A R 5 Internal 2 0 0

Hargreaves Lansdown Jun- 14 152.5 42.5 No No 3 A R N A4; R4; N2 No Internal 3 0 N/A

Henderson Group Dec- 14 200 12.5 103 60 No No 4 A R N CR A7; R6; N5; CR6 A22.5; R Ri 20 All 10 External 3 0 0

Hikma Pharmaceuticals Dec- 14 4,2141 93.8 80 No No 4 A R N CR A8; R6; N5; CR7 A22.5; R CR 15 No External 0 0 N/A

Howden Joinery Group Dec- 14 190 3 51 45 No No 3 A R N A4; R4; N5 A R 8 No Internal 2 0 0

HSBC Holdings Dec- 14 2,5321 45 266 95 No No 7 A R N Ri Vul CR Ph

A7R11; N4; Ri13; Vul7; CR4; Ph0

A R CR Ri Vul 50; N40; Ph25

A R CR Ri Vul 30; N25; Ph15 External 0 0 0

ICAP Mar- 15 300 10 110 80 No No 5 A R N Ri Gov A5; R4; N3; Ri7; Gov5 A R Ri 10; N54 No External 2 0 N/A

IG Group May- 14 191.5 53 53 No No 4 A R N Ri A4; R4; N3; Ri3 A R Ri 15 No External 2 0 0

IMI Dec- 14 300 10 70 60 No No 3 A R N A4; R4; N5 A R 15 No External 3 0 0

Imperial Tobacco Group Sep- 14 450 25 75 No 10 3 A R N A4; R5; N2 A25; R20 No Internal 2 1 0

Inchcape Dec- 14 300 76 all in 55 No No 4 A R N CR A4; R2; N2; CR3 A R CR 10 No External 2 0 1

Informa Dec- 14 257 9.8 61.2 No No 3 A R N A3; R5; N2 A13.1; R9.9 No External 1 1 0

Inmarsat Dec- 14 295 96.9 all in 51.5 No No 3 A R N A4; R5; N5 A R 10; N5 All 4.5 Internal 1 0 0

InterContinental Hotels Group Dec- 14 412 23.25 70.5 No No 4 A R N CR A5; R6; N5; CR3 A R 23.25; CR 12 No Internal 1 1 0

International Airlines Group Dec- 14 €503 DCh €350 €120 No No 4 A R N S A7; R4; N5; S2 All €20 No Internal 0 0 0

Intertek Group Dec- 14 320 12 93 58 No Yes 3 A R N A5; R7; N6 A20; R15 A10; R7.5; N2.5 Internal 0 2 0

Intu Properties Dec- 14 400 10 77 56.4 No No 4 A R N CR A4; R6; N2; CR? All 15 All 5 Internal 0 1 0

Investec Mar- 15 400 5.5 68 No No 5 A R N Ri Eth A4; R9; N5; Ri6; Eth2 A58; R Ri 42 A17; R15.5; Eth N 11; Ri13.5 Internal 2 0 0

ITV Dec- 14 500 25 112 62.3 No 40%a/25%b 3 A R N A7; R7; N1 A R 20 A R 5.1 Internal 0 1 1

Johnson Matthey Mar- 15 330 16 74 60 No No 3 A R N A5; R4; N5 A R 15 No External 0 1 0

Just Eat Dec- 14 100 5 45 No No 3 A R N A5; R2; N1 A R 7.5 No Newco 4 0 0

Kingfisher Jan- 15 453.6 17.4 79.9 62.4 No No 3 A R N A4; R4; N7 A20; R15 No External 1 0 1

Land Securities Group Mar- 15 350 10 95 67.5 No No 3 A R N A6; R4; N2 A17.5; R12.5 No Internal 3 0 0

Legal & General Group Dec- 14 340 20 115 65 No50% minimum

until reach threshold

5 A R N Ri CG A4; R8; N4; Ri6; CG1 A R Ri 30 10 for 2 or more excl. N Internal 0 0 0


Financial year




evaluation


Chairman



GlaxoSmithKline Dec- 14 710 30 247 85 7.5h/30k 250a/25%b 4 A R N CR A6; R6; N4; CR5 A80; R CR 20 No External 0 0 0

Glencore Dec- 14 $1,056 $46 $124 No No 4 A R N HSEC A4; R2; N2; HSEC5 A $55; R $44; N $36; HSEC $125

A $31; R $23; N HSEC $19 Internal 1 2 N/A

Great Portland Estates Mar- 15 217.5 5 69 47 No No 3 A R N A6; R6; N3 A R 10 A R 5; N3.35 Internal 1 0 0

Halma Mar- 15 180 5 59 48 No No 3 A R N A3; R4; N4 A R 7.5 No External 2 1 0

Hammerson Dec- 14 320 10 77 55 No No 3 A R N A3; R4; N2 A15; R10 A R 5 Internal 2 0 0

Hargreaves Lansdown Jun- 14 152.5 42.5 No No 3 A R N A4; R4; N2 No Internal 3 0 N/A

Henderson Group Dec- 14 200 12.5 103 60 No No 4 A R N CR A7; R6; N5; CR6 A22.5; R Ri 20 All 10 External 3 0 0

Hikma Pharmaceuticals Dec- 14 4,2141 93.8 80 No No 4 A R N CR A8; R6; N5; CR7 A22.5; R CR 15 No External 0 0 N/A

Howden Joinery Group Dec- 14 190 3 51 45 No No 3 A R N A4; R4; N5 A R 8 No Internal 2 0 0

HSBC Holdings Dec- 14 2,5321 45 266 95 No No 7 A R N Ri Vul CR Ph

A7R11; N4; Ri13; Vul7; CR4; Ph0

A R CR Ri Vul 50; N40; Ph25

A R CR Ri Vul 30; N25; Ph15 External 0 0 0

ICAP Mar- 15 300 10 110 80 No No 5 A R N Ri Gov A5; R4; N3; Ri7; Gov5 A R Ri 10; N54 No External 2 0 N/A

IG Group May- 14 191.5 53 53 No No 4 A R N Ri A4; R4; N3; Ri3 A R Ri 15 No External 2 0 0

IMI Dec- 14 300 10 70 60 No No 3 A R N A4; R4; N5 A R 15 No External 3 0 0

Imperial Tobacco Group Sep- 14 450 25 75 No 10 3 A R N A4; R5; N2 A25; R20 No Internal 2 1 0

Inchcape Dec- 14 300 76 all in 55 No No 4 A R N CR A4; R2; N2; CR3 A R CR 10 No External 2 0 1

Informa Dec- 14 257 9.8 61.2 No No 3 A R N A3; R5; N2 A13.1; R9.9 No External 1 1 0

Inmarsat Dec- 14 295 96.9 all in 51.5 No No 3 A R N A4; R5; N5 A R 10; N5 All 4.5 Internal 1 0 0

InterContinental Hotels Group Dec- 14 412 23.25 70.5 No No 4 A R N CR A5; R6; N5; CR3 A R 23.25; CR 12 No Internal 1 1 0

International Airlines Group Dec- 14 €503 DCh €350 €120 No No 4 A R N S A7; R4; N5; S2 All €20 No Internal 0 0 0

Intertek Group Dec- 14 320 12 93 58 No Yes 3 A R N A5; R7; N6 A20; R15 A10; R7.5; N2.5 Internal 0 2 0

Intu Properties Dec- 14 400 10 77 56.4 No No 4 A R N CR A4; R6; N2; CR? All 15 All 5 Internal 0 1 0

Investec Mar- 15 400 5.5 68 No No 5 A R N Ri Eth A4; R9; N5; Ri6; Eth2 A58; R Ri 42 A17; R15.5; Eth N 11; Ri13.5 Internal 2 0 0

ITV Dec- 14 500 25 112 62.3 No 40%a/25%b 3 A R N A7; R7; N1 A R 20 A R 5.1 Internal 0 1 1

Johnson Matthey Mar- 15 330 16 74 60 No No 3 A R N A5; R4; N5 A R 15 No External 0 1 0

Just Eat Dec- 14 100 5 45 No No 3 A R N A5; R2; N1 A R 7.5 No Newco 4 0 0

Kingfisher Jan- 15 453.6 17.4 79.9 62.4 No No 3 A R N A4; R4; N7 A20; R15 No External 1 0 1

Land Securities Group Mar- 15 350 10 95 67.5 No No 3 A R N A6; R4; N2 A17.5; R12.5 No Internal 3 0 0

Legal & General Group Dec- 14 340 20 115 65 No50% minimum

until reach threshold

5 A R N Ri CG A4; R8; N4; Ri6; CG1 A R Ri 30 10 for 2 or more excl. N Internal 0 0 0



Communities




Risk


SPENCER STUART


chair







Financial year




evaluation


Chairman



Lloyds Banking Group Dec- 14 700 60 215 65 No No 4 A R N Ri A8; R11; N6; Ri7 A R Ri 50A R Ri 20; N5 (if not already

committee chair)Internal 1 1 0

London Stock Exchange Group Dec- 14 370 60 60 No No 4 A R N Ri A5; R4; N2; Ri3 A R Ri 20 A R Ri 10 External 1 0 0

Man Group Dec- 14 450 10 115 65 No No 3 A R N A7; R6; N3 A30; R25 A15; R10 Internal 0 0 0

Marks & Spencer Group Mar- 15 450 30 70 No No 3 A R N A5; R5; N4 A R 15 No External 0 1 1

Meggitt Dec- 14 176 10 74 54 No No 3 A R N A3; R3; N3 A R 10 No Internal 3 1 1

Melrose Industries Dec- 14 5091 5 61.9 No No 3 A R N A3; R3; N2 A R 10 N2.5 No External 0 0 0

Merlin Entertainments Dec- 14 250 10 70 50 No No 4 A R N HSS A5; R3; N3; HSS4 A R 10 No External 0 0 0

Micro Focus International Apr- 15 13571 50 No No 3 A R N A5; R6; N3 A R 10 No Internal 0 N/A 0

Mondi Dec- 14 272 16.4 €115.9 43.5 5.45i/1.63m No 5 A R N Sus Eth A4; R4; N5; Sus6; Eth2

A 10.9; R 16.4; Sus Eth 8.7 No Internal 1 0 0

National Grid Mar- 15 490 22 119 62 US based: 12 No 5 A R N F SHE A8; R6; N5; F4; SHE5 A R 17; F SHE N 12.5 All9 Internal 1 0 1

Next Jan- 15 260.1 10.7 75 53.5 No No 3 A R N A5; R9; N1 A R 10.7 No Internal 2 0 0

Old Mutual Dec- 14 370 15 94 57 No No 4 A R N Ri A7; R8; N10; Ri9 A R Ri 30 A R Ri 10; N5 External 0 2 0

Pearson Dec- 14 500 22 124 70 No No 4 A R N Re A5; R4; N6; Re3 A27.5; R22; Re10 A15; R10; Re5 External 1 0 0

Pennon Group Mar- 15 262.4 63 44.5 No No 4 A R N Sus A5; R11; N7; Sus5 A11; R Sus 7.9 All4 External 0 0 0

Persimmon Dec- 14 195.7 64.3 54.6 No No 4 A R N Ri A4; R4; N1; Ri6 A R Ri 9.68 No Internal 0 0 0

Petrofac Dec- 14 280 15 $133 65 No No 4 A R N Ri A3; R9; N5; Ri4 A R Ri 15 No External 1 0 1

Playtech Dec- 14 384 100 DCh 100 No 4 A R N Ri A4; R3; N0; Ri4 No No External 1 0 0

Provident Financial Dec- 14 255 10 89 64 No No 4 A R N Ri A6; R4; N1; Ri3 A R Ri 15 No Internal 1 0 0

Prudential Dec- 14 600 50 201 92.5 No No 4 A R N Ri A11; R6; N3; Ri6 A70; R60; Ri65 A R Ri 25; N10 External 1 1 0

Randgold Resources Dec- 14 $250 $25 $231 $50 No

Ch 2000 shares; NXD 1200 shares; SID 2000 shares in addition to fee

3 A R N A6; R4; N4 A $50; R $40 A $35; R $25; N $10 External 1 1 0

Reckitt Benckiser Group Dec- 14 375 12 112 85 DCh 1567 Ch

18 Dep Ch15 NXD

3 A R N A4; R3; N4 A R 30 A R 15 Internal 1 0 2

RelX Dec- 14 550 25 110 65 No No 4 A R N CG A5; R3; N4; CG5 A R 25 A R 12.5; N7.5 External 0 1 1

Regus Dec- 14 165 6 61.5 422,500–7,500

(based outside of Luxembourg)

No 3 A R N A6; R6; N4 A R 8; N6 No Internal 0 0 0

Rentokil Initial Dec- 14 350 5 60 55 No No 3 A R N A6; R9; N3 A5; R4; N1 No External 3 0 0

Rexam Dec- 14 320 15 70 55 No No 3 A R N A4; R4; N4 A R 15 No Internal 2 1 0

Rightmove Dec- 14 114.7 5.7 57.4 45.9 No No 3 A R N A5; R4; N4 A R 5.7 No Internal 1 0 0


Financial year




evaluation


Chairman



Lloyds Banking Group Dec- 14 700 60 215 65 No No 4 A R N Ri A8; R11; N6; Ri7 A R Ri 50A R Ri 20; N5 (if not already

committee chair)Internal 1 1 0

London Stock Exchange Group Dec- 14 370 60 60 No No 4 A R N Ri A5; R4; N2; Ri3 A R Ri 20 A R Ri 10 External 1 0 0

Man Group Dec- 14 450 10 115 65 No No 3 A R N A7; R6; N3 A30; R25 A15; R10 Internal 0 0 0

Marks & Spencer Group Mar- 15 450 30 70 No No 3 A R N A5; R5; N4 A R 15 No External 0 1 1

Meggitt Dec- 14 176 10 74 54 No No 3 A R N A3; R3; N3 A R 10 No Internal 3 1 1

Melrose Industries Dec- 14 5091 5 61.9 No No 3 A R N A3; R3; N2 A R 10 N2.5 No External 0 0 0

Merlin Entertainments Dec- 14 250 10 70 50 No No 4 A R N HSS A5; R3; N3; HSS4 A R 10 No External 0 0 0

Micro Focus International Apr- 15 13571 50 No No 3 A R N A5; R6; N3 A R 10 No Internal 0 N/A 0

Mondi Dec- 14 272 16.4 €115.9 43.5 5.45i/1.63m No 5 A R N Sus Eth A4; R4; N5; Sus6; Eth2

A 10.9; R 16.4; Sus Eth 8.7 No Internal 1 0 0

National Grid Mar- 15 490 22 119 62 US based: 12 No 5 A R N F SHE A8; R6; N5; F4; SHE5 A R 17; F SHE N 12.5 All9 Internal 1 0 1

Next Jan- 15 260.1 10.7 75 53.5 No No 3 A R N A5; R9; N1 A R 10.7 No Internal 2 0 0

Old Mutual Dec- 14 370 15 94 57 No No 4 A R N Ri A7; R8; N10; Ri9 A R Ri 30 A R Ri 10; N5 External 0 2 0

Pearson Dec- 14 500 22 124 70 No No 4 A R N Re A5; R4; N6; Re3 A27.5; R22; Re10 A15; R10; Re5 External 1 0 0

Pennon Group Mar- 15 262.4 63 44.5 No No 4 A R N Sus A5; R11; N7; Sus5 A11; R Sus 7.9 All4 External 0 0 0

Persimmon Dec- 14 195.7 64.3 54.6 No No 4 A R N Ri A4; R4; N1; Ri6 A R Ri 9.68 No Internal 0 0 0

Petrofac Dec- 14 280 15 $133 65 No No 4 A R N Ri A3; R9; N5; Ri4 A R Ri 15 No External 1 0 1

Playtech Dec- 14 384 100 DCh 100 No 4 A R N Ri A4; R3; N0; Ri4 No No External 1 0 0

Provident Financial Dec- 14 255 10 89 64 No No 4 A R N Ri A6; R4; N1; Ri3 A R Ri 15 No Internal 1 0 0

Prudential Dec- 14 600 50 201 92.5 No No 4 A R N Ri A11; R6; N3; Ri6 A70; R60; Ri65 A R Ri 25; N10 External 1 1 0

Randgold Resources Dec- 14 $250 $25 $231 $50 No

Ch 2000 shares; NXD 1200 shares; SID 2000 shares in addition to fee

3 A R N A6; R4; N4 A $50; R $40 A $35; R $25; N $10 External 1 1 0

Reckitt Benckiser Group Dec- 14 375 12 112 85 DCh 1567 Ch

18 Dep Ch15 NXD

3 A R N A4; R3; N4 A R 30 A R 15 Internal 1 0 2

RelX Dec- 14 550 25 110 65 No No 4 A R N CG A5; R3; N4; CG5 A R 25 A R 12.5; N7.5 External 0 1 1

Regus Dec- 14 165 6 61.5 422,500–7,500

(based outside of Luxembourg)

No 3 A R N A6; R6; N4 A R 8; N6 No Internal 0 0 0

Rentokil Initial Dec- 14 350 5 60 55 No No 3 A R N A6; R9; N3 A5; R4; N1 No External 3 0 0

Rexam Dec- 14 320 15 70 55 No No 3 A R N A4; R4; N4 A R 15 No Internal 2 1 0

Rightmove Dec- 14 114.7 5.7 57.4 45.9 No No 3 A R N A5; R4; N4 A R 5.7 No Internal 1 0 0



Communities




Risk


SPENCER STUART


chair







Financial year




evaluation


Chairman



Rio Tinto Dec- 14 730 40 $352 90Travel

5–10 hours: 5>10 hours: 10

No 4 A R N Sus A6; R9; N5; Sus5 A35; R Sus 30 A20; R Sus 15; N7.5 Internal 1 0 0

RIT Capital Partners Dec- 14 1029.61 7.5 44.4 25 No No 5 A R N V Con A5; R3; N1; V2; Con1 A V 13.5; R N 11.5; Con10.5 A V 6; R N 4; Con3 Internal 0 N/A N/A

Rolls- Royce Dec- 14 425 15 106 70 No No 5 A R N S&Eth Sci&Tech A5; R5; N4; S&Eth5 A25; R S&Eth 20 No External 2 1 0

Royal Bank of Scotland Group Dec- 14 750 30 213 72.5 No No 6 A R N Ri Sus O A7; R9; N4; Ri9; Sus9; O4 A R Ri Sus 60; O30 A R Ri Sus 30;

N10; O15 Internal 2 0 0

Royal Dutch Shell Dec- 14 €825 €55 €206 €125 €5h No 4 A R N CR A6; R4; N6; CR5 A €45; R CR €35; N €25

A €25; R CR €17.25; N €12 Internal 1 0 1

Royal Mail Mar- 15 210 10 70 45 No No 4 A R N P A5; R7; N3; P3 A R 15; P10 No External 1 1 1

RSA Insurance Group Dec- 14 400 20 60 No No 5 A R N Ri Inv A5; R5; N8; Ri4; Inv2 A R Ri 20; Inv12.5 5 for one or more Internal 1 0 0

SABMiller Mar- 15 650 30 145 80 No No 4 A R N CARAC A4; R3; N4; CARAC1 A30; R28; N CARAC 25

A20; R15; CARAC 12 Internal 0 2 N/A

Sage Group Sep- 14 360 10 88 55 No No 3 A R N A5; R7; N5 Yes No External 1 0 0

Sainsbury (J) Mar- 15 490 17.5 80 62.5 No No 4 A R N CR A5; R6; N2; CR2 A R 17.5; CR12.5 No Internal 2 1 1

Schroders Dec- 14 350 10 100 70 No No 3 A R N A5; R4; N2 A50; R40 A R 20 Internal 0 0 0

SEGRO Dec- 14 250 12 75 53 No No 3 A R N A4; R5; N3 A10; R 10 No External 2 1 0

Severn Trent Mar- 15 257 10 51.4 No No 5 A R N CR Tr A4; R6; N3; CR4 A R 15; CR13 External 1 0 0.0

Shire Dec- 14 450 5 130.5 93 5 transatlantic travel 25% of fee 4 A R N Sci A5; R7; N5; Sci 5 A20; R18;

N12.5; Sci15 A10; R9;

N5.75; Sci7.5 Internal 3 0 0

Sky May- 15 473.9 40 61.5 Dep ChM 30 No 4 A R N Bi A6; R5; N3; Bi2 All 25 All 10 Internal 0 1 1

Smith & Nephew Dec- 14 400 15 81.2 66.2 3.5 travel (international)

Ch 25% of fee; non- execs 5%

of fee 4 A R N Eth A8; R4; N3; Eth4 A R Eth 15 No Internal 1 1 0

Smith (DS) Apr- 15 245 7.5 70 51.5 No No 3 A R N A4; R5; N3 A R 10 No External 2 1 0

Smiths Group Jul- 14 340 16 79 62.9 No No 3 A R N A3; R3; N3 A R 16 No External 3 2 N/A

Spectris Dec- 14 180 76 50 7.5 for US- based director No 3 A R N A3; R6; N3 A R 8 Internal 4 0 1

Spirax- Sarco Engineering Dec- 14 150 2 46 No No 4 A R N Ri A3; R3; N2; Ri2 A R 8.5 No Internal 2 0 0

Sports Direct International Apr- 15 155 50 50 No No 3 A R N A3; R4; N2 No No Internal 1 0 0

SSE Mar- 15 370 83 59 No No 4 A R N SHE A3; R4; N5; SHE5 Yes No Internal 2 0 1

St. James's Place Dec- 14 170 2.7 74.7 56.5 No No 4 A R N Ri A7; R5; N3; Ri5 All 16 No Internal 5 0 0

Standard Chartered Dec- 14 1,150 40 $458 100 No ChM 50% 6 A R N Ri Br FC A7; R11; N5; Ri8; Br5; FC0 A Ri 70; R Br 60 A R Ri Br 30; N15 External 1 0 1

Standard Life Dec- 14 350 17.5 137 71.4 No No 5 A R N Ri CR A6; R10; N4; Ri7; CR3 A R Ri 25.5 No External 1 0 0


Financial year




evaluation


Chairman



Rio Tinto Dec- 14 730 40 $352 90Travel

5–10 hours: 5>10 hours: 10

No 4 A R N Sus A6; R9; N5; Sus5 A35; R Sus 30 A20; R Sus 15; N7.5 Internal 1 0 0

RIT Capital Partners Dec- 14 1029.61 7.5 44.4 25 No No 5 A R N V Con A5; R3; N1; V2; Con1 A V 13.5; R N 11.5; Con10.5 A V 6; R N 4; Con3 Internal 0 N/A N/A

Rolls- Royce Dec- 14 425 15 106 70 No No 5 A R N S&Eth Sci&Tech A5; R5; N4; S&Eth5 A25; R S&Eth 20 No External 2 1 0

Royal Bank of Scotland Group Dec- 14 750 30 213 72.5 No No 6 A R N Ri Sus O A7; R9; N4; Ri9; Sus9; O4 A R Ri Sus 60; O30 A R Ri Sus 30;

N10; O15 Internal 2 0 0

Royal Dutch Shell Dec- 14 €825 €55 €206 €125 €5h No 4 A R N CR A6; R4; N6; CR5 A €45; R CR €35; N €25

A €25; R CR €17.25; N €12 Internal 1 0 1

Royal Mail Mar- 15 210 10 70 45 No No 4 A R N P A5; R7; N3; P3 A R 15; P10 No External 1 1 1

RSA Insurance Group Dec- 14 400 20 60 No No 5 A R N Ri Inv A5; R5; N8; Ri4; Inv2 A R Ri 20; Inv12.5 5 for one or more Internal 1 0 0

SABMiller Mar- 15 650 30 145 80 No No 4 A R N CARAC A4; R3; N4; CARAC1 A30; R28; N CARAC 25

A20; R15; CARAC 12 Internal 0 2 N/A

Sage Group Sep- 14 360 10 88 55 No No 3 A R N A5; R7; N5 Yes No External 1 0 0

Sainsbury (J) Mar- 15 490 17.5 80 62.5 No No 4 A R N CR A5; R6; N2; CR2 A R 17.5; CR12.5 No Internal 2 1 1

Schroders Dec- 14 350 10 100 70 No No 3 A R N A5; R4; N2 A50; R40 A R 20 Internal 0 0 0

SEGRO Dec- 14 250 12 75 53 No No 3 A R N A4; R5; N3 A10; R 10 No External 2 1 0

Severn Trent Mar- 15 257 10 51.4 No No 5 A R N CR Tr A4; R6; N3; CR4 A R 15; CR13 External 1 0 0.0

Shire Dec- 14 450 5 130.5 93 5 transatlantic travel 25% of fee 4 A R N Sci A5; R7; N5; Sci 5 A20; R18;

N12.5; Sci15 A10; R9;

N5.75; Sci7.5 Internal 3 0 0

Sky May- 15 473.9 40 61.5 Dep ChM 30 No 4 A R N Bi A6; R5; N3; Bi2 All 25 All 10 Internal 0 1 1

Smith & Nephew Dec- 14 400 15 81.2 66.2 3.5 travel (international)

Ch 25% of fee; non- execs 5%

of fee 4 A R N Eth A8; R4; N3; Eth4 A R Eth 15 No Internal 1 1 0

Smith (DS) Apr- 15 245 7.5 70 51.5 No No 3 A R N A4; R5; N3 A R 10 No External 2 1 0

Smiths Group Jul- 14 340 16 79 62.9 No No 3 A R N A3; R3; N3 A R 16 No External 3 2 N/A

Spectris Dec- 14 180 76 50 7.5 for US- based director No 3 A R N A3; R6; N3 A R 8 Internal 4 0 1

Spirax- Sarco Engineering Dec- 14 150 2 46 No No 4 A R N Ri A3; R3; N2; Ri2 A R 8.5 No Internal 2 0 0

Sports Direct International Apr- 15 155 50 50 No No 3 A R N A3; R4; N2 No No Internal 1 0 0

SSE Mar- 15 370 83 59 No No 4 A R N SHE A3; R4; N5; SHE5 Yes No Internal 2 0 1

St. James's Place Dec- 14 170 2.7 74.7 56.5 No No 4 A R N Ri A7; R5; N3; Ri5 All 16 No Internal 5 0 0

Standard Chartered Dec- 14 1,150 40 $458 100 No ChM 50% 6 A R N Ri Br FC A7; R11; N5; Ri8; Br5; FC0 A Ri 70; R Br 60 A R Ri Br 30; N15 External 1 0 1

Standard Life Dec- 14 350 17.5 137 71.4 No No 5 A R N Ri CR A6; R10; N4; Ri7; CR3 A R Ri 25.5 No External 1 0 0



Communities




Risk


SPENCER STUART


chair







Financial year




evaluation


Chairman



TalkTalk Telecom Group Mar- 15 360 80 50 No No 3 A R N A3; R4; N1 Yes Internal 1 0 0

Tate & Lyle Mar- 15 324.5 10 81 62.9 No No 4 A R N CR A6; R5; N5; CR5 A16.6; R12.5; CR11.1 No Internal 1 0 0

Taylor Wimpey Dec- 14 256.25 10 80 55 No No 3 A R N A3 ; R4; N1 A R 10 No External 0 1 0

Tesco Mar- 15 650 26 132 70 No No 4 A R N CR A8; R5; N5; CR2 A R 30 All 12 Internal 1 1 1

Travis Perkins Dec- 14 270 10 55 No Minimum 25% 4 A R N S A4; R4; N4; S4 A R 12; S4 No External 1 0 0

TUI Sep- 14 300 Yes 200 55 No No 3 A R N A10; R6; N1 A25; R20 No Internal 2 0 0

Tullow Oil Dec- 14 310.5 15 69.5 No No 4 A R N SHE A6; R4; N2; SHE4 A R 20; SHE15 No Internal 2 0 0

UBM Dec- 14 275 10 68 58 No Ch 120 of fee NXD 18 of fee 3 A R N A4; R3; N5 A R 12 No External 1 1 1

Unilever Dec- 14 €352,5+£275 €94+£82.5 €42.8+£37.5 Vice Ch

€19,226+£15,000 No 4 A R N CR A8; R5; N7; CR4 A €19.2+£15; R N CR €12.8+£10

A €9.6+£7.5; R N CR €6.4+£5 External 0 1 1

United Utilities Group Mar- 15 284 12.5 61.4 No No 5 A R N CR Tr A4; R5; N4; CR2; Tr4 A15; R12.5; CR8 No External 3 1 1

Vodafone Group Mar- 14 625 20 160 115 6n No 3 A R N A4; R5; N3 A R 25 No Internal 3 1 0

Weir Group Dec- 14 275 10 65 55 No No 3 A R N A4; R5; N5 A R 10 No External 1 0 0.0

Whitbread Feb- 15 325 10 70 55 No No 3 A R N A4; R6; N4 A R 15 Yes Internal 1 1 0

William Hill Dec- 14 280 15 55 No No 4 A R N CR A6; R7; N7; CR3 A R CR 18 No Internal 2 0 1

Wm Morrison Supermarkets Feb- 15 400 20 108 60 No No 4 A R N CR A7; R6; N7; CR5 All 20 All 4 Internal 2 0 0

Wolseley Jul- 14 360.5 12 63 No No 3 A R N A4; R5; N3 A18; R15 No Internal 2 1 0

Wood Group (John) Dec- 14 275 5 69 46.5 No No 4 A R N S A4; R4; N5; S4 A R S 5 A R S 1 per mtg; N1 per annum External 2 0 1

WPP Dec- 14 475 20 150 70 No No 3 A R N A9; R6; N5 A R 40; N15 A R 20; N 10 Internal 2 1 1


Financial year




evaluation


Chairman



TalkTalk Telecom Group Mar- 15 360 80 50 No No 3 A R N A3; R4; N1 Yes Internal 1 0 0

Tate & Lyle Mar- 15 324.5 10 81 62.9 No No 4 A R N CR A6; R5; N5; CR5 A16.6; R12.5; CR11.1 No Internal 1 0 0

Taylor Wimpey Dec- 14 256.25 10 80 55 No No 3 A R N A3 ; R4; N1 A R 10 No External 0 1 0

Tesco Mar- 15 650 26 132 70 No No 4 A R N CR A8; R5; N5; CR2 A R 30 All 12 Internal 1 1 1

Travis Perkins Dec- 14 270 10 55 No Minimum 25% 4 A R N S A4; R4; N4; S4 A R 12; S4 No External 1 0 0

TUI Sep- 14 300 Yes 200 55 No No 3 A R N A10; R6; N1 A25; R20 No Internal 2 0 0

Tullow Oil Dec- 14 310.5 15 69.5 No No 4 A R N SHE A6; R4; N2; SHE4 A R 20; SHE15 No Internal 2 0 0

UBM Dec- 14 275 10 68 58 No Ch 120 of fee NXD 18 of fee 3 A R N A4; R3; N5 A R 12 No External 1 1 1

Unilever Dec- 14 €352,5+£275 €94+£82.5 €42.8+£37.5 Vice Ch

€19,226+£15,000 No 4 A R N CR A8; R5; N7; CR4 A €19.2+£15; R N CR €12.8+£10

A €9.6+£7.5; R N CR €6.4+£5 External 0 1 1

United Utilities Group Mar- 15 284 12.5 61.4 No No 5 A R N CR Tr A4; R5; N4; CR2; Tr4 A15; R12.5; CR8 No External 3 1 1

Vodafone Group Mar- 14 625 20 160 115 6n No 3 A R N A4; R5; N3 A R 25 No Internal 3 1 0

Weir Group Dec- 14 275 10 65 55 No No 3 A R N A4; R5; N5 A R 10 No External 1 0 0.0

Whitbread Feb- 15 325 10 70 55 No No 3 A R N A4; R6; N4 A R 15 Yes Internal 1 1 0

William Hill Dec- 14 280 15 55 No No 4 A R N CR A6; R7; N7; CR3 A R CR 18 No Internal 2 0 1

Wm Morrison Supermarkets Feb- 15 400 20 108 60 No No 4 A R N CR A7; R6; N7; CR5 All 20 All 4 Internal 2 0 0

Wolseley Jul- 14 360.5 12 63 No No 3 A R N A4; R5; N3 A18; R15 No Internal 2 1 0

Wood Group (John) Dec- 14 275 5 69 46.5 No No 4 A R N S A4; R4; N5; S4 A R S 5 A R S 1 per mtg; N1 per annum External 2 0 1

WPP Dec- 14 475 20 150 70 No No 3 A R N A9; R6; N5 A R 40; N15 A R 20; N 10 Internal 2 1 1



Communities




Risk


SPENCER STUART

The Spencer Stuart Board Practice

For the past several decades, our global Board & CEO Practice has helped boards around the world identify and recruit independent directors. We provide advice to chairmen, chief executive officers and nominating committees on important gov-ernance issues and offer board assessment services in multiple markets.

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