CEO succession: making the right choices

A study of CEO transitions across four prominent European markets About Spencer Stuart

Spencer Stuart is one of the world’s leading executive search consult- ing firms. Privately held since 1956, Spencer Stuart applies its exten- sive knowledge of industries, functions and talent to advise select clients — ranging from major multinationals to emerging companies to nonprofit organisations — and address their leadership require- ments. Through 51 offices in 27 countries and a broad range of practice groups, Spencer Stuart consultants focus on senior-level executive search, board director appointments, succession planning and in-depth senior executive management assessments. For more information on Spencer Stuart, please visit www.spencerstuart.com. CEO Succession: Making the right choices a study of ceo transitions across four prominent european markets

Boards have long recognised the value that a robust succession planning process brings to the continuity and long-term health of the business. But for succession plan- ning to be truly effective, companies need a more sophisticated understanding about the age-old question of whether to go for an insider or bring someone in from outside the organisation.

Commentators, and indeed boards themselves, are inclined to generalise about the value of outsiders or the benefits of internal succession. Thinking seems to go in cycles and whichever preference is being advanced at the time, a few examples are usually provided to illustrate the prevailing point of view.

We felt that more evidence-based research was needed. In order to give boards proper guidance, we also sought to identify some key principles (based on this evidence) that should underpin any thoughtful and objective leadership succession process. We conducted a detailed study of the CEO transitions occurring within the current list of companies of four major European indices. Specifically, we evaluated the Financial Times “FTSE” index of the largest 150 companies in the UK., it, the CAC (40 companies) of France, the AEX and the AMX (50 companies) in the , and the DAX and MDAX (80 companies) in Germany. The five year period from 2004 through 2008 was the timeframe, long enough to perceive trends and diverse enough to cover both the robust economy of 2004 to 2007 and the beginning of financial crisis of 2008. Over the five-year period of our study, 63 per cent of the CEO appointments were insiders and 29 per cent were outsiders. The rest were mostly former executives or (supervisory) board members.

The results of our aggregated European research contain a number of surprises. Most significantly, they show that a blanket declaration that either insiders or outsid- ers as a group are the best way forward is no longer sufficient — a more thorough evaluation of the situation and a more tailored approach to the succession process has become necessary.

Our analysis shows that, in general, there is no overwhelming performance advan- tage between insiders and outsiders — CEOs in the highest and lowest quartiles came from each category. That is not to say, however, that it did not matter whether a company chose a CEO from the inside or outside. The health, stability and com- petitive position of the company at the time of transition were the critical factors in determining whether an insider or an outsider was the best choice.

1 CEO succession: making the right choices

The overall performance of insider vs. outside CEOs

In our study’s European context, the performance of insider CEOs is roughly equivalent to that of outsider CEOs, never deviating by more than 6 percentage points. When taken as a whole, outsiders were slightly more likely to be in the lower quartile of performers, while the percentage of outstanding performance for insider and outsider CEOs was 26 per cent and 23 per cent, respectively (Figure 1).

In addition, insider CEOs and outsider CEOs are equally likely to put in a solid performance (middle quartile): 50% vs. 47%.

Figure 1: Performance of Insider CEOs vs. Outsider CEOs

Insider 24% 50% 26%

Outsider 30% 47% 23%

Total 25.5% 49% 25.5%

Poor Solid Outstanding

The condition of the company

The condition of the company at the time of leadership transition appears to be a principal indicator of whether or not it is best to look inside the organisation or outside of it for the next CEO.

Across the four European markets studied, insiders drastically outperform when their companies are in a healthy state at the time of appointment, whereas outsiders perform better when the company is in a challenged situation (whether financial, reputational, legal, or otherwise), or facing significant market place changes. This may sound intuitive, but the point is not well understood and has sur- prised many boards with whom we have shared the data.

2 Our study found that insiders were appointed far more frequently than outsiders to stable or rapidly growing companies. In these in- stances, a staggering 51 per cent achieved outstanding performance, 28 per cent performed solidly, and only 21 per cent of CEOs could be classified as performing poorly.

By contrast, the performance of outsiders coming in to lead healthy companies is skewed in the opposite direction towards poor: 37 per cent performed in the bottom quartile, while only 17 per cent achieved outstanding results. Although some outsiders do succeed when taking the helm of healthy companies, a fair amount fail.

Figure 2: CEO performance at healthy companies (stable and rapidly growing)

Insider 21% 28% 51%

Outsider 37% 46% 17%

Total 25% 32% 43%

Poor Solid Outstanding

The risks attached to appointing an outsider to a stable and growing company appear, therefore, to be significant as the chart above shows (Figure 2).

3 CEO succession: making the right choices

Figure 3: CEO performance at “challenged” companies

Insider 30% 47% 23%

Outsider 22% 48% 30%

Total 26.5% 47% 26.5%

Poor Solid Outstanding

Outsiders were much more likely to be appointed to the top spot at challenged companies (43 per cent of the time than they were at healthy companies (only 25 per cent of the time). It follows that not only is a troubled company more likely to appoint an outsider than a healthy one, but outsiders have outperformed their insider coun- terparts when taking over the reins in these challenging situations (Figure 3).

Why do insiders perform better at healthy companies? A number of factors are at play. For internal succession to be effective there must be a strong pipeline of talent in the organisation. Healthy companies are more likely to attract first-rate talent, providing the board with a broader choice of quality candidates with the potential to become CEO. More resources are often available for the development of senior management and greater effort is sometimes given to fast tracking high-potential executives. Likewise, the board will have more time to focus on the development of likely CEO successors if they are not in crisis mode. One of the most valuable aspects of a contender’s development is gaining experience as a non-executive director on the board of another company; boards should be encouraging this whenever possible. The strong culture of a healthy company may be an impediment for an outsider who will need to spend time carefully getting the measure of the organization before having the chance to make an impact. Besides, if there is no burning platform for change, outsiders may encounter organisational resistance to change and a lack of enthusiasm for the incoming CEO’s agenda.

4 The leadership challenges facing troubled or challenged companies are quite different. The data clearly shows that outsiders are more likely to excel and outperform insiders in these situations and that their risk of failure is also lower. Whereas insiders are more likely to be locked in to a problem culture, outsiders have more freedom to impose change on the organisation; indeed they are expected to do so. What’s more, internal candidates have developed relationships throughout the organisation over many years. This can make it extremely difficult for the insider CEO to make unpopular decisions and drive the required changes in culture and people.

Board members, Former executives, and the special case of the “Insider-Outsider”

Non-executive directors who took over as CEOs have proven, for the most part, to be a safe pair of hands. There has been a noticeable increase in such appointments in some European countries and although their performance was less likely to be spectacular, they were also less likely than insiders or outsiders to perform poorly. CEOs who have already served as directors are sensitive to the board dynamics and bring considerable knowledge of the company to the post. Unfettered by the normal concerns of an insider, they are better placed to make the difficult decisions. We have started noticing the growing frequency of board members being promoted to the CEO position in certain European markets. Specifically, the trend has been on the rise among public companies in France. We have also noted, albeit anecdotally, the occurrence of this specific type of leadership transition in Spain, where family-owned companies are finding the arrangement particularly effective since it gives everyone a chance to get to know and trust the successor and ease them into the business.

Former executives can also bring the combined benefits of an insider and an outsider. They have deeper knowledge of the company than an outsider and will have gained experience elsewhere at the top level that will prove equally valuable. However, there may be limiting perceptions from within the business about a former executive’s ability that may hinder his or her effectiveness.

5 CEO succession: making the right choices

Though relatively uncommon, there is a fifth and final category defined through our study that also warrants some discussion — the “insider-outsider”. This is an outsider hired into a company in a senior leadership capacity (for example as chief operating officer) who is then promoted to CEO, usually within 18 months. “Insider-outsiders” appeared rarely in our study across the four European markets (three times out of 163 transitions), but they figured more prominently in our sister study of the S&P 500 in the US. Here, insider-outsiders turned out to be the worst performing CEOs.

While in theory it makes sense to bring in an executive for a defined period, allowing them time to get acquainted with the business and its people, this approach often creates pitfalls for the new leader. The succession candidate has to serve under the incumbent CEO, while simultaneously being scrutinised for his or her ability to take over the position. In order to become CEO, the candidate needs to embrace what the current CEO is doing, which may create difficulties when he or she takes over and wants to bring about change. Deferring to the CEO is also necessary to gain the approval of board, another possible area of compromise. Our analysis of ten insider-outsider CEOs ap- pointed in the US between 2004 and 2008 found that none of them achieved top-quartile performance.

Figure 4: Performance of Insider CEOs vs. Outsider CEOs

Insider 24% 50% 26%

Outsider 30% 47% 23%

Board member 83% 17%

Former executive 80% 20%

Insider-Outsider 100%

Total 23% 52% 25%

Poor Solid Outstanding

6 The chart opposite (Figure 4) shows the relative performance of all the CEOs in our study across the four European markets, showing each of the five categories — insider, outsider, board member, former executive, and insider-outsider.

What this study tells us about succession planning

Contrary to the conventional wisdom about CEO candidate selection, our research indicates that criteria related to candidates’ age, where they went to university, the number of degrees they hold or whether they began their career at a blue-chip company were unhelpful in pre- dicting candidate performance. Practical matters, such as the need to relocate or commute, were also poor indicators of a candidate’s likely success. Our recommendation is that boards should remove these factors from consideration in assessing prospective CEOs, since there is simply no evidence that they correlate with performance. It is important that gut-level instincts as to whether someone is — or is not — a good fit be backed up by research-based principles and best practices, but even more importantly, boards must be sure to focus on a few key variables.

In our view, the most important factor to be taken into account when deciding which type of CEO candidate to select is the health of the company. Traditionally, boards of directors and hiring managers often believe that recruiting a new executive from the outside is an admis- sion of failure. This isn’t surprising since they have been inundated with messages from management gurus, governance experts, and academics pushing the view that leaders promoted from within are superior to those recruited from outside because they supposedly outperform and are better for the organization.

Our data shows a more nuanced picture. Essentially, for all of the reasons explored above, insiders are the more suitable choice when the company is performing well; outsiders are the better option when the company is challenged. In addition, perhaps less intuitive, board directors at the company in question also show a high rate of out- performance when tapped to take over the helm, whereas executives that straddle the insider/outsider divide (the “insider-outsiders”), prove to be the least successful route in leadership selection. Boards that consider carefully both the evidence we have presented and the

7 CEO succession: making the right choices

reasons we cite for variations in performance will greatly improve their chances overseeing a successful CEO transition.

CEO selection will always be part art, part science. The process of selecting a new CEO always relies to some extent on intuition, but we hope that our data can help guide boards’ choices and provide further rigour to the succession planning process. In today’s climate of growing corporate complexity on a global scale, boards will not succeed at succession if they depend on misguided “rules of thumb,” anecdotes, or fads rather than using a critical assessment of the company’s situation as the context for choosing their next leader.

8 The case by country

France1 The CEO succession planning process is becoming increasingly struc- tured in French companies. While it used to be standard practice for the incumbent to lead the search for his successor, today the board is far more likely to play a prominent role in CEO succession.

Our research reveals that during the period of our study CEOs promoted from inside outperformed those recruited from outside. However, in challenged companies over two-thirds of new CEOs were outsiders and these were less likely to underperform than insiders.

In France, it is common for the chairman and CEO roles to be split to accommodate the promotion of an insider. The former chairman/ CEO becomes chairman for a transitional period until the new CEO is ready to assume the position of both chairman and CEO, at which point the chairman retires. This temporary separation of roles is unique to France and is reflected in the most recent succession events at France Telecom, L’Oréal, Lafarge, Pernod Ricard, Axa and BNP Paribas. There are a few cases where the role of chairman is kept separate from the CEO on a permanent basis. Examples include Alcatel (where the Président and Directeur Général roles are kept separate by constitution) and Sanofi (where the chairman is French and the CEO is a non-national). Occasionally, the roles are split for other reasons, for example Cap Gemini where the founder remains the chairman; Carrefour, where the split of roles arose because shareholders decided they wanted a chairman who was different from the CEO; and Peugeot, whose family controls the supervisory board and where a separate CEO chairs the executive committee.

A recent trend that has emerged since the cut-off date for our study involves the appointment of board members to the CEO position. There have been several such cases, including Accor, Vallourec, Bull, EDF, Crédit Agricole and Michelin. It is interesting that this trend, which has been noticeable in the US for some time, has started to occur in France — the early signs are promising.

The state tends to play a more significant role in succession planning than its level of ownership suggests, whether its stake is large (e.g.

1 The trends discussed in this section include data from an extended study of the French market, namely, a 2004–2009 timeframe. 9 CEO succession: making the right choices

EDF and Areva) or small (e.g. France Telecom, Renault), even though it is the board chairman who is nominally in charge of the CEO succession planning process.

Germany Our study shows that the general trend across Europe applies in Germany: insider CEOs are more likely than outsider CEOs to demonstrate outstanding performance at healthy companies by over 15 per cent. At challenged companies, however, outsiders are over 20 per cent more likely to outperform insiders.

In Germany, the whole supervisory board (Aufsichtsrat) has respon- sibility for long-term succession planning for the management board, including the CEO, although the process is often led by the ‘presi- dential’ or ‘personnel’ committee, which is chaired by the supervisory board chairman. The board’s responsibility, clearly defined by law, requires it to manage the succession plan for all members of the management board (Vorstand), although the CEO often has a great deal of influence in the process, even though he or she is primus inter pares on the management board. The supervisory board must make a point of familiarising itself with internal contenders and discuss succession issues regularly. It is interesting to note that the supervisory board chairman is in charge of, and responsible for, the performance appraisal of each member of the management board, with guidance from the CEO.

One complicating factor for German companies with more than a certain number of employees is the impact that co-determination (Mitbestimmung) has on the transparency within the board of management succession planning. This can potentially result in difficult situations when employee directors become aware of insider succession candidates.

It is interesting to note that in the larger private, family-owned companies in Germany insiders were appointed as CEO 60 per cent of the time, with outsiders appointed 40 per cent of the time. These are similar to the rates at public companies, which reflects the extent to which these companies are run like listed corporations.

10 The Netherlands2 Although outsiders were appointed to the helm of Dutch companies in only 25 per cent of the cases, they outperformed insider CEOs at challenged companies. Surprisingly, in contrast to the evidence from other countries in our study, outsider CEOs in Dutch companies performed in line with insiders at healthy companies.

With a considerable number of large, global multinationals for a relatively small country, Dutch corporate culture has historically been internationally oriented, open to recruiting outsiders and non- nationals as leaders. Today, 11 of the country’s 25 largest companies (constituting the AEX index) are managed by non-Dutch CEOs. Five of the AEX CEOs were external appointees. Of the 25 MidCap index (AMX) companies, three are managed by non-nationals while eight of the CEOs are external appointees.

There are several explanations for this.

First, the Netherlands is home to some very large ‘bi-national’ com- panies (Shell, Unilever, Reed Elsevier, Logica-CMG and, until recently, Fortis), which may have less preference for appointing leaders from their own countries. Additionally, a number of companies have their stock exchange listing in the Netherlands, mainly for tax reasons, yet have no or hardly any business activities in the country (for example, , Arcelor-Mittal and, in the past, Gucci).

Second, over the last 10–15 years there have been a considerable number of acquisitions and international mergers involving sizeable Dutch multinationals, as a result of which the traditional training ground for potential CEOs has shrunk. At the same time, the AEX and AMX indices have not been replenished with new, comparably sized companies, while the remaining multinational companies have grown bigger. As a result, the talent pool within the remaining Dutch companies has not developed commensurately. Acquisitions of such public companies include; ABN Amro, Corporate Express, DAF, Hagemeyer, Hoogovens/Corus, KLM, Numico, Oce, P&O Nedlloyd, Polygram, Rodamco, Stork, Van Leer and Vendex.

Spencer Stuart research into the stability of the composition of the country’s top two stock exchange indices (AEX and AMX) shows

2 The trends discussed in this section include data from an extended study of the Dutch market, namely, a 2004–2009 timeframe. 11 CEO succession: making the right choices

that since 1983 a total of 76 companies have appeared in the AEX Index (the 25 largest Dutch companies) for varying periods. Only six companies in the AEX today appeared in the AEX in its first year — 1983. This reflects the large number of companies that have gone into foreign ownership, private equity ownership, have merged or gone bankrupt. In the AMX Index (also consisting of 25 companies), a total of 92 companies have appeared since it started in 1995.

Third, over the last few years — under pressure from an increas- ingly Anglo-Saxon business culture and intensifying shareholder activism — Dutch boards have gradually moved away from the ‘Rheinland model’ with its more stakeholder-oriented thinking; in many instances they have been inspired to take a tougher manage- ment line than in the past. Another consequence of this change has been the growing adoption of the so-called ‘CEO model’ versus the more traditionally popular collective executive board model, based on consensus. These developments may also have influenced decisions in favour of hiring non-national CEOs.

Fourth, the impact of corporate governance guidelines and the importance of diversity has become front of mind for many Dutch supervisory boards. The appointment of outsiders as CEOs reflects the fact that often more than 80 or 90 per cent of their business revenues come from outside the country. (The Netherlands also has one of the highest proportions of foreigners among its non-executive director population: nine of the 26 AEX non-executive chairmen are non-nationals). The presence of non-national non-executive directors has also eliminated the last remnants of boardroom coziness and an ‘old boys network’ atmosphere — if that ever existed. It has also ensured a more objective and professional executive succession planning processes.

12 UK Our study of FTSE 150 CEO transitions between 2004–2008 found that 60 per cent of CEO appointments were insiders and 30 per cent were outsiders. The rest were mostly former executives or board members.

The performance of outsiders was more polarised than that of insid- ers. On the one hand, outsiders delivered higher performance; on the other hand, the appointment of outsiders carried more risk; in other words, the chances of an outsider CEO underperforming were higher than that of an insider. Insiders, by contrast, were far more likely to put in a solid (middle quartile) performance than outsiders CEOs: 56 per cent vs. 35 per cent.

Our study found that insiders were appointed more frequently than outsiders to stable or rapidly growing companies. In these instances, 29 per cent achieved outstanding performance, 52 per cent performed solidly and only 19 per cent of CEOs could be classified as performing poorly. By contrast, the performance of outsiders com- ing in to lead healthy companies is far more polarised: 40 per cent achieved outstanding results — a higher proportion than insiders — but 60 per cent performed poorly. Although some outsiders do succeed when coming in to lead healthy companies, plenty do not.

Of all the markets we studied (including the US), the UK had the high- est percentage of outsiders appointed to the post of CEO between 2004–2008. Outsiders accounted for 34 per cent of the total transi- tions in the UK, compared with 32 per cent in Germany, 22 per cent in the Netherlands, 21 per cent in France, and 20 per cent in the US.

As in other European markets, the UK saw an increase in the number of external CEO appointments between 2007 and 2008. This was not the case in the US, where external appointments have continued to decline since 2005.

A more detailed report on our UK findings, “CEO Succession: making the right choices. A study of CEO transitions in FTSE 150 companies”, is available from Spencer Stuart and can be downloaded from www. spencerstuart.com.

13 CEO succession: making the right choices

Our methodology

We examined CEO transitions at FTSE 150, CAC 40, AEX/AMX, and DAX/MDAX companies (as four sub-studies) over the five year period from 2004 to 2008. During this time, 163 new CEO appoint- ments occurred at these companies that were considered eligible for inclusion in our study. Any CEO appointment that was not analyzed was excluded on the grounds that it was not a pure public company “transition”, either because the company went public during the period in question, there was an interim appointment, there was a change in governance structure (for example, the roles of chairman and CEO splitting), or the company emerged as the result of a spin- off. Once the sample was set according to these guidelines, we then completed a detailed case study for each.

Specifically, 77 cases were evaluated in the UK’s FTSE 150, 24 for Frances’s CAC 40, 223 for the Netherlands’ AEX and AMX indices, and 404 for Germany’s DAX and MDAX.

We evaluated each CEO transition using a combination of quantita- tive and qualitative measures. We looked at more than 25 variables, including the condition of the company at the time of hire; the industry sector; whether the new leader had any previous experience as a CEO; his or her functional experience; exposure to a listed company board; and the number of direct reports replaced by the CEO in the first year.

We chose several quantitative measures for evaluating the company’s performance during the new CEO’s tenure: shareholder returns compared with peer-group companies and the market as a whole, revenue growth, and profit growth.

On the qualitative side, we used a combination of publicly available information and interviews to ascertain other aspects of company performance, such as the company’s reputation, achievements in innovation, and how the board assessed the CEO’s performance.

3 Does not count the CEO transition at Logica (a dual citizen of the AMX and the FTSE 150) as it was already counted amongst the 77 FTSE 150 transitions. 4 Does not count the CEO transition at EADS (a dual citizen of the MDAX and the CAC 40) as it was 14 already counted amongst the 24 CAC 40 transitions. We then ranked each CEO, whose performance fell into one of four quartiles: the top quartile of CEOs were “outstanding,” the middle two were “solid,” and the bottom-quartile CEOs were “poor.”

Earlier in 2010, Spencer Stuart had conducted a similar study in the US, which examined the 300 CEO appointments at S&P 500 companies during the same period. The average annual turnover of CEOs during the period was 12 per cent of the S&P 500. When considering all of the data from both our US and European studies, it becomes clear that the findings are generally consistent across the five markets. Over this five year timeframe CEO transitions averaged 11 per cent a year overall (with a narrow range of 9 per cent in the Netherlands to 12 per cent in France and the US). Insider CEOs were appointed just under two thirds of the time (with a wider range of 56 per cent in the UK to 74 per cent in the Netherlands) and outsiders were brought in approximately a quarter of the time (with a range of 20 per cent in the US to 34 per cent in the UK). The remaining cases (12 per cent in all) were divided between CEOs who came off of the board of directors, former employees brought back into the company as CEO, and the aforementioned “insider-outsiders”.

The results of our US study were published in the November edition of the Harvard Business Review as an article by James M. Citrin and Dayton Ogden titled “Succeeding at Succession”.

To download a copy of Succeeding at Succession, please visit http://www.spencerstuart.com/research/articles/1455/.

15 CEO succession: making the right choices

About the Authors

Yvonne Beiertz (Frankfurt) leads Spencer Stuart’s global Financial Services Practice.

Jim Citrin (Stamford) co-leads Spencer Stuart’s North American Board and CEO Practice.

Bertrand Richard (Paris) co-leads the European Board and CEO Practice.

Jonathan Smith (London) leads the Consumer Goods & Services Practice in the UK.

Edward Speed (London) co-leads the European Board and CEO Practice.

Han van Halder (Amsterdam) is a member of the European Board and CEO Practice.

Hélène Vareille (Paris) is a member of the European Board and CEO Practice.

The authors would like to thank Amanda Facelle and Max Shaw for the detailed research that lies behind this project.

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