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'The Evolution of the Board' ‘The Evolution of the Board’ 16 October 2014 #30pcevolution @30percentclub www.30percentclub.org The UK’s voluntary, business-led approach towards creating better gender balanced corporate boards has been influenced by the belief that this will help create more effective boards. Since the launch of the 30% Club in November 2010 and the publication of the Davies Report in February 2011, multiple efforts on the part of many organisations have resulted in real change in both board composition and the board review process. This short, intensive seminar will bring together a number of contributors to review the collective impact – and consider what more needs to be done. We will hear from key FTSE-100 and FTSE-250 Chairmen, who will share their views about what makes for an effective Board today and how the NED appointment process has developed, in conversation with leading board recruitment specialists. Leading investors will explain how their engagement with companies on the topic has evolved – with a particular focus on succession planning. We will also hear from the specialist board effectiveness review industry and from consultants working to help boards make further improvements. There is of course considerable momentum towards achieving our 2015 goals for more women on boards. This seminar is aimed at Agenda building this momentum, with the emphasis being on the need for an ongoing joined-up and iterative approach towards not just more women but greater cognitive diversity in the Boardroom. ‘The Evolution of the Board’ 16 October 2014 8.30am Welcome and overview of the morning Helena Morrissey CBE, CEO, Newton and Founder 30% Club 8.35am Davies Report – where are we now Denise White, CEO, Davies Committee 8.45am The external environment and impact on Boards Conversation between: Allan E Cook CBE, Chairman of WS Atkins and Orna NiChionna, Senior Independent Director and Chair of the Remuneration Committee at Royal Mail plc Moderator – Michael Reyner, Managing Partner, MWM Consulting 9.05am Chairs’ perspectives on Board composition Conversation between: Robert Swannell, Chairman of Marks & Spencer and Alan Thomson, Chairman of Bodycote Moderator – Julia Budd, Partner, The Zygos Partnership 9.30am Board reviewer’s perspective Dr Tracy Long, Founder, Boardroom Review 9.50am Investors’ perspectives Panellists: Sacha Sadan, Director of Corporate Governance; Chris Hodge, Executive Director of Strategy FRC; Dean Paatsch, Director of Ownership Matters Moderator – Emma Howard Boyd, Leader, 30% Club Investor Group 10.15am If you could rip up the corporate governance rulebook, what would you change? Jennifer Sundberg, Director, Board Intelligence 10.30am Next steps Helena Morrissey 10.40am Close and coffee Please note that this is an on the record event and views expressed are not necessarily representative of all 30% Club members. 3 Speakers 4 ‘The Evolution of the Board’ 16 October 2014 Helena Morrissey CBE FSIP Denise Wilson CEO, Newton and Founder 30% Club Denise is CEO of the Davies Review for Women on Helena joined Newton in 1994 as a fixed income fund Boards in the UK, which led the UK’s business focused, manager and was appointed CEO in 2001. Newton manages voluntary framework for increasing the number of more than £50bn for pension funds, charities and through women on FTSE 350 Boards. funds available to individual investors. She is also Chair of the Royal Academy of Arts Friends In 2010, Helena founded the 30% Club, a cross-business Board, as well as a non-executive director on the board initiative aimed at achieving 30% women on UK corporate of Ecclesiastical Insurance Group and Chair of their boards by 2015 through voluntary, business-led change. Remuneration Committee. She is also a Trustee of All This has now become an international approach, with Churches Trust and Mentor to senior women and 30% Clubs in the US, Hong Kong, Ireland and Southern executives in the corporate and charitable sectors. Africa. She also chairs Opportunity Now, Business in the Denise spent much of her 30 year corporate career in Community’s gender diversity campaign. the Oil and Gas industry, holding senior executive roles In June 2014 Helena was appointed Chair of the Investment at National Grid plc, BG Group and British Gas plc. She Management Association, the UK’s industry trade body began her career in the Insurance sector, having whose members manage £5trn. graduated in Modern Languages and is FCII qualified. In both 2013 and 2014, Helena was voted one of the She is a fluent Spanish speaker, passionate about the 50 most influential people in finance by Bloomberg Markets Arts, the outdoors and development of women and Magazine. She is a Fellow of the Society of Investment young people. She lives with her husband and teenage Professionals, a Fellow of the London Business School and sons in Henley on Thames and the Lake District. was appointed CBE in the 2012 New Year’s Honours list. A Cambridge philosophy graduate, she began her career as a global bond analyst with Schroders in New York. Helena is married with nine children. 5 ‘The Evolution of the Board’ 16 October 2014 Allan E Cook CBE Allan Cook was appointed a non-executive director of WS Atkins in September 2009, taking up the post of Chairman on 1 February 2010. He is a chartered engineer with more than 30 years’ international experience in the automotive, aerospace and defence industries. Orna NiChionna He was Chief Executive of Cobham PLC until the end of Orna is Senior Independent Director and Chair of the December 2009. Prior to this he held senior roles at Remuneration Committee at Royal Mail plc and is a GEC-Marconi, BAE Systems and Hughes Aircraft. He is non-executive director at Saga plc. She has been the SID Chairman of FINMECCANICA UK Ltd, Chairman of Selex at Bupa, Northern Foods plc and HMV plc and Chair of the ES, Deputy Chairman of Marshall of Cambridge (Holdings) Remuneration Committee at Northern Foods plc and Limited and a member of the operating executive board HMV plc; and was also on the board of Bank of Ireland of J.F. Lehman & Company. He is Chairman of the Skills UK and Bristol & West. She chairs the Client Board at & Jobs Retention Group, Chairman of the Sector Skills consulting firm Eden McCallum. Council for Science, Engineering and Manufacturing Technologies (SEMTA). He is also lead non-executive She is currently a Trustee of the National Trust, the Soane member of the Departmental Board for the Department Museum and the Soil Association and chairs the Business for Business, Innovation & Skills, and was Chairman of Advisory Council at Said Business School (Oxford). She UK Trade & Investment’s Advanced Engineering Sector was the first woman to be elected Partner in McKinsey’s Advisory Board until October 2013. London office, where she spent a total of 18 years. He was past president of the Aerospace and Defence She studied Electronic Engineering in Ireland and has Industries Association of Europe (ASD) and past an MBA from Harvard Business School. president of the Society of British Aerospace and Defence Companies (SBAC). He was awarded a CBE in the Queen’s New Year’s Honours list in 2008, is a fellow of the Royal Academy of Engineering. He chairs the Academy’s employer-focused Diversity Leadership Group, part of the BIS STEM Diversity Programme, and in September 2014 was elected by the Academy’s Fellowship to the Trustee Board for a term of three years. 6 Robert Swannell Robert Swannell was appointed a non-executive director of Marks & Spencer in October 2010 and became Chairman in January 2011. Until 2010, Robert spent over 30 years in investment banking with Schroders/Citigroup. He was formerly Vice-Chairman of Citi Europe and Chairman of Citi’s European Investment Bank. Robert was Senior Independent Director of both The British Land Company plc (NED 1999-2010) and of 3i Group plc (NED, 2006-2010). Robert was Chairman Michael Reyner of HMV Group plc from February 2009 until March 2011. Robert’s regulatory and government department Michael joined MWM Consulting in 2007 as a Partner experience includes the Regulatory Decisions Committee and became Managing Partner in 2013. MWM is a leading of the FSA, the Takeover Panel Appeal Board and boutique search and board advisory firm that has placed the Industrial Advisory Board of BIS (Department for 15% of the FTSE 100 Chairmen and CEOs in the UK and Business, Innovation and Skills). Robert was appointed works with the boards of Fortune 500 companies across a non-executive director of the Shareholder Executive the world on issues of succession and board effectiveness. Board in November 2013 and will become Chairman on Michael was one of the team that drafted the Headhunters’ 1 September 2014. Code of Conduct in response to the Davies Report and He is Chairman of the Governing Body of Rugby School, MWM is one of the first firms to be awarded Accreditation an Advisory Board Member of The Sutton Trust, a Status for its work in supporting gender diversity on Boards. founder and Trustee of the SpringBoard Boarding Bursary He joined MWM after a 15 year career at McKinsey, where Foundation and a Trustee of the Kew Foundation. he became a Partner in 1992 and co-led the European Consumer Goods practice, working with over half of the top 25 global companies in over 20 countries. He started his career in the Food industry at RHM and then as Commercial Director of Cereal Partners UK. Michael has a BA in Modern History from Oxford and an MBA from Manchester Business School. Outside of MWM, he is Chairman of the animal charity, The Born Free Foundation, and also Chairman of Beaconsfield Holtspur Football Club.
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