More independent voices needed in UK boardrooms: Amstrad may finally be about to appoint two non-executive directors

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The Independent Online
IT HAS been two months since Alan Sugar bowed to institutional pressure and advertised for two non-executive directors, yet shareholders are still watching for the white smoke.

Mr Sugar is apparently sifting through the pile of resumes sent to him by Pro Ned, a group set up to promote the use of independent directors. We are promised an announcement 'soon', possibly to coincide with Amstrad's interim figures, which should be unveiled tomorrow.

Non-executives are widely held to be A Good Thing. The latest report and accounts from Bass, Britain's biggest brewer, reflect the new mood, with a whole page devoted to the company's policies on independent board members.

Tate & Lyle, the sugar company, also made a point at its recent annual meeting of assuring shareholders that it was in full compliance with the recently published Cadbury committee recommendations.

But the promised appointment of independent directors at Amstrad following, as it does, Alan Sugar's much-criticised attempted buyout, is probably one of the most concrete examples yet of the way in which the non-executive is now seen as the solution to autocratic management.

It was Mr Sugar's apparent disregard for shareholders' legitimate desire for independent information that led to pressure for the appointment of outsiders to the Amstrad board.

The new importance attached to non-executives certainly pleases Pro Ned, which, since its formation 10 years ago, sponsored by the Bank of England, has worked with missionary zeal to install non-executives in the boardrooms of public companies.

In terms of numbers, it has done well. A decade ago only half of all quoted companies had a good representation of independent directors. Now Pro Ned reckons the figure is nearer 95 per cent.

Evidence from the group, however, suggests that there is still a long way to go in the drive for more independent boardrooms.

According to Pro Ned, corporate Britain is still half-hearted about non-executives. It still sees too many Colonel Blimps drawing salaries they view as pensions and turning up for the odd meeting and the annual report and accounts mugshot. Non-executives prepared to oppose executive management are still rare.

Not that there is a shortage of advice on what companies and directors should and should not be doing. Pro Ned played an important part in drawing up the Cadbury report, which sets out clear recommendations on how non-executives should be appointed and what their role ought to be.

Bass's statement of policy could almost be taken verbatim from the Cadbury recommendations. The company's five non-executives were selected by a 'formal process of external search' and attend 10 board meetings a year where there is 'a full and open discussion on all important decisions.'

Non-executives are 'involved in regular informal discussions on strategy and management succession and are particularly active in areas crucial to the proper behaviour of the company'.

As far as the majority of companies are concerned, however, Pro Ned's managing director, Colin St Johnston, is unconvinced.

He claims the vast majority of directors and shareholders are unhappy with the way non-executive directors are appointed and how they function.

That is hardly surprising since only a quarter of companies prepare a job profile for incoming directors and only a third of newly appointed non-executives receive a letter detailing what their role will be.

Even more worrying, says Pro Ned, most directors are appointed in a haphazard, amateur fashion. Although things have improved over the last 10 years, the golf club is still a more likely setting for a job offer than a professional headhunter's office.

Most chairmen already have a name in mind when they start the process of appointing a non-executive director and they usually make the appointment themselves on the advice of informal contacts.

In other words they come from the same circle as the executives of the company and are likely to have similar views on corporate, industrial and ethical issues.

They will be asked to sit on a remuneration committee that decides the salaries of men (almost always men) on other similar committees in an endlessly self-serving circle. In short, they are members of a club.

More worrying, however, is the suspicion that many non-executives are simply not up to a very demanding job. One company chairman says he does not employ non-executives partly because the quality of the available pool of applicants is so poor. 'There is a major problem with non-executive directors who are simply not very bright.'

He also criticises Pro Ned for the tightness of the criteria it uses to determine suitable non-executives. 'I put forward a very able woman to Pro Ned because I felt women were under-represented. But they wouldn't have her because she didn't have the right corporate experience.'

He thinks the best way of making sure non-executives do their job properly would be to insist that they own shares in the company they are helping to run.

A more intractable problem is the fact that independent directors are of necessity dependent on their executive colleagues for information. Faced with a really determined fraud there is little even the best-intentioned non-executives can do to safeguard the interests of shareholders.

Even if they do oppose the decisions made by executive directors, non-executives are usually in a minority. If it comes to the crunch they can only resign to make a point.

The only certain way to make sure non-executives have enough power is to put enough of them on boards. It is no coincidence that BP's board managed to oust the autocratic Bob Horton. There were nine non-executive directors and eight executives.

Giovanni Agnelli, the head of Italy's Fiat motor group, once observed that boards should always have an odd number of directors and three was too many. But then those were the days when corporate dictatorship was in fashion.

That, essentially, has been the position at Amstrad up till now. At the end of last year, shareholders were presented with a course of action that they found extremely difficult to evaluate. Mr Sugar described it as the only alternative to disaster; he was, he said, the company's 'liquidator'.

Non-executive directors, had there been any, could have taken independent advice on a range of options and reported to shareholders objectively. Independent voices on the board might have stopped the company getting into such a pickle in the first place.

The refusal of many shareholders to accept Alan Sugar's 30p offer, when it was apparent that their shares would probably not be worth as much for a very long time, made little financial sense. It was a reflection of their indignation at being kept in the dark.

If Alan Sugar chooses to announce his new appointments at the same time as Amstrad's interims tomorrow, shareholders will feel more assured that their interests are being taken into account. But they will want to see two corporate heavyweights chosen, not a couple of yes-men.

(Photograph omitted)