Jason Nissé: If they want to enjoy the cheap seats, directors should quit some hot seats

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The Independent Online

Next Saturday Arsenal will play Fulham in the Premier League. Barring disasters, I should be there. And so should Lord Marshall of Knightsbridge. But unlike many captains of industry, who might occupy a plush seat in a box, sip a Chardonnay and munch a prawn sandwich, the British Airways and Invensys chairman will be sitting in the west stand with the hoi polloi.

In a sense, it is quite refreshing to see one of the most celebrated industrialists of our era eschewing the trappings of his success. In another, it is rather worrying. Because I often wonder what motivates Lord Marshall.

If some institutional investors had their way, Lord Marshall would have tendered his resignation as BA chairman by now. After 21 years at the world's favourite air- line (a title that is rather under pressure), and with his 70th birthday 21 months away, investors want to see a fresh captain in charge. They believe Lord Marshall is a restraining influence on Rod Eddington, the man he brought from Australia to replace his flawed protégé, Bob Ayling. They feel that without Lord Marshall, Mr Eddington would have been able to be more radical in his cutbacks at BA, and would have a better chance of sorting the company out.

My views on BA are clear. I think it had been bloated with its own self-importance, and wasted far too much time trying to forge an impossible merger with American Airlines. It should be getting stuck into Europe and should use what is left of its credibility in the capital markets to strike a deal on the Continent. Mr Eddington is not without blame for this, but he is moving the right way. Anyone who thinks Lord Marshall is a barrier to the BA chief executive does not know Rod.

The problem with Lord Marshall is that he does too much. He is chairman of Invensys, where last year he also had to kick out an underperforming chief executive and bring in new blood, and he is on the board of HSBC, the New York Stock Exchange and, until recently, BT (where he had some radical board surgery to attend to). He is also a leading light in Britain in Europe, a mover and shaker at the CBI and on the boards of a host of other voluntary bodies. I'm amazed he gets time to go up the Arsenal.

The name spoken about as Lord Marshall's replacement at BA is Sir Hugh Collum. The former SmithKline Beecham finance director is a decent cove, but he is hardly less busy. He is chairman of BNFL, a challenge for anyone, and a non-executive director of Invensys (where he might also be in line to replace Lord Marshall), Celltech, South African Breweries and Whitehead Mann. The last of these is a headhunter, so Sir Hugh will be well placed for finding new chief executives.

But the travails of BA need someone who can dedicate a little more time to the job. The view in recent years has been that non-executive chairmen need only dedicate a few hours every month to the task, leaving the chief executive to get on with running the business. But this view is flawed. The misfortunes that have hit Lord Wakeham at Enron show that non-executive directors have to be prepared to invest time and energy in their roles to avoid being caught by the misdeeds of their executive charges.

The Wakeham situation will also put many people off becoming non-execs. Not only is there a reputation issue, there is the question of legal liability. I don't know if Lord Wakeham possesses adequate insurance to deal with potential Enron litigation, but I fear he does not.

Premiums for indemnity insurance to cover non-execs are going through the roof. In UK law there is no separation of liability between executive and non-executive directors, and in US law little practical difference. Corporations are going to find they will either have to pay more to the non-execs or pay their insurance premiums. Either way they will want more for their money.

So the days when you can be on five quoted company boards and still have time to get to all Arsenal's home games are disappearing. I know where I'd rather be.

j.nisse@independent.co.uk

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