Jason Nissé: Decoration or hindrance? the truth about non-executive directors

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The Independent Online

If someone had written the script for Marconi annual shareholders' meeting it would have been rejected as too ridiculous. Here was the prospect of the ousted former deputy chief executive sitting in a room, just around the corner from the QEII Conference Centre, waiting for a friend in the AGM to call him.

The friend was listening attentively to the comments of Sir Roger Hurn, the man who was to have stood down as chairman at the meeting but is now staying on. The deal was this: if Sir Roger made key remarks praising Mr Mayo, then the former investment banker stayed put. If Sir Roger said anything disparaging about the man who only 12 days before was the heir apparent, then Mr Mayo would rush round to the AGM and give his own side of the story.

But Sir Roger didn't stray from the text and John Mayo didn't stray into the AGM. The man who would have been king is now staying schtum and awaiting his payoff, which is likely to be not far off £2m once the pension top-ups are taken into account.

Yet the question as to who did what to whom has still not been sufficiently answered by Marconi. Were management information systems deficient? Did the executives know they would have to put out a profits warning with the sale of the medical systems business? Should they have alerted Sir Roger and the executive directors earlier?

Should Sir Roger have pulled his finger out and called a board meeting, using the latest technology (after all, Marconi is a top-of-the-line communications group) to have a virtual meeting so that a profits warning could be released without having to suspend Marconi shares all day.

What this highlights is the problem with a certain type of "professional" non-executive chairman. Sir Roger, who made his name at engineer Smiths Industries, is now at the helm of both Marconi and Prudential (one of Marconi's largest investors) as well as being deputy chairman of GlaxoSmithKline and a non-executive director of ICI. Conventional wisdom is that this spread of industries gives the likes of Sir Roger a breadth of experience which he can share with all these companies.

But can it be that Sir Roger's talents are spread too thinly, that he is looking in too many different directions, and in a fast-moving environment such as the Marconi debacle, unable to decisively lance the boil before it becomes infected? And is this an endemic problem with non-executive directors, that they can give advice but when action is needed, they do not have the up-to-date knowledge or incentive to be decisive?

Tiny Rowlands, of Lonhro fame, once described non-executive directors as being similar to decorations on a Christmas tree. This is unfair. But the Marconi situation shows that non-executives can be as much of a hindrance as a benefit when the proverbial hits the fan.

Tempus fugit

Chris Ingram must be having a nervous weekend. After more than half a decade of having Sir Martin Sorrell sitting like a monkey on his back, he thought that he might be able to shake him when the French advertiser, Havas, bid £425m for Chris's Tempus Group.

But Sir Martin does not give up that easily. His WPP has 22 per cent of Tempus, and bought in at around 200p a share, compared with the 541p a share being offered by the French. If he wants Tempus he can pay up to 650p a share without too much pain, and Havas would not want to go that far.

But does Sir Martin want Tempus? It would fill a few holes in WPP's Mindshare media buying network and give Sir Martin a top calls operator in Mainaro de Nadis, who runs Tempus's media buying side, known as CIA. It would also allow Sir Martin to sack Chris Ingram – and there is little love lost between the two of them.

On the other hand, Tempus looks pricey, especially given the profits warning this week, which one could almost imagine was enough to sway any waverers into accepting Havas's generous offer. And does Sir Martin really want all that grief?

I suspect he does, but he is not about to be so gauche as to declare his hand this week. Tomorrow I would not be surprised to see him in the market, buying shares. After all, with Tempus at 555p, Sir Martin has little downside. And the more shares he has, the more pressure he can put on Havas and Chris Ingram.

This battle, of course, comes in the middle of an advertising recession. And it shows that those closest to the industry have faith that its long-term strength will not be damaged by some short-term weakness. This battle might seem like a sideshow, but there is a message to go with the entertainment.

j.nisse@independent.co.uk

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