Lord Marshall 'prepared to relinquish chairmanships'
Monday 27 January 2003
Lord Marshall of Knightsbridge, one of the City's most pre-eminent businessmen, has indicated he might, of his own accord, be ready to step down from at least one of his high-flying jobs in favour of more low-key City roles.
The chairman of two corporate giants, British Airways and Invensys, was one of a handful of senior businessmen embarrassed by Derek Higgs's corporate governance report last week that said an individual should not be chairman of more than one FTSE-100 company.
And according to weekend reports, Matt Barrett, currently chief executive of Barclays, may also find himself confronting accusations of poor corporate governance if he decides to move into the chairman's seat currently occupied by Sir Peter Middleton. Mr Higgs criticised chief executives being promoted to chairman of the same company.
Speaking after the Higgs report was published, Lord Marshall was careful to stress it was "up to my boards" to decide whether they want him to stand down from one of his two main roles. But he warns there is a danger the regime of good governance of boardrooms could become too prescriptive.
"You could be chairman of two companies which are 100 and 105 in the index and that is all right according to the recommendations," he said. "But if you happen to be chairman of two in the nineties that is not all right. Yet the difference between the two is very small indeed."
Lord Marshall said introducing an "absolute rule" on the number of chairmanships held would not be appropriate, because companies' positions move in and out of the index.
"BA was outside the FTSE a couple of months ago," he said, "so I was in compliance with Higgs then, and with an Iraq war who knows what will happen?"
Lord Marshall, formerly BA's chief executive, has also fallen foul of Mr Higgs's suggestion that chief executives should not step up into the chairman's role at the same company.
At Barclays Mr Barrett, 59, is thought to be considering with his board the possibility of replacing Sir Peter, who is expected to retire this year. Barclays said the move was "pure speculation" at this stage.
If Mr Barrett does become chairman, Barclays would have to explain why the colourful Canadian was the best man for the job.
Mr Higgs, himself a non-executive on four boards, does not favour a new corporate governance regime based on hard and fast rules, but he does favour widening the gene pool from which part-time directors should be drawn. Lord Marshall supports the idea, as long as it does not mean experience is sacrificed just to improve superficially companies' boardroom mix.
Lord Marshall, who came under fire at BA's AGM last year for his decision to stay on until July 2004, said: "There are people aged 50 who are going on 70 in their attitude and approach. And there are people who are 70 who are going on 50 or 60, with plenty of life and contribution left in them." He is up for re-election at Invensys at its July annual general meeting, before which time, he said, "it is for the board and myself to review the situation". Once he does step down from his main jobs, he would be keen to join the boards of some smaller companies. "I have no desire to retire completely," he said.
Lord Marshall's main gripe with the Higgs report is over suggested limits on the length of time non-executives can serve one company.
Mr Higgs suggests they should not be on a board for more than six years. Lord Marshall believes this is "far too short".
He said: "I think it should be three terms of three years. Non-executives reach their prime in terms of contribution they make to companies' boards after about five years. After five or six years they are absolutely at their prime and that continues for another two years."
While non-executives' powers have been strengthened even if the time they serve will probably come down, chief executives have lost out on a number of grounds, according to the corporate consultancy Mercer Delta.
"Chief executives' power will drop quite a bit. This is partly because 50 per cent of the board must now be independent, where as before some non-executives would not have been too critical of the chief executive. And partly it is because the roles the chief executive would have filled have now passed to others," said Sean O'Hare, head of corporate governance at Mercer Delta.
The big gainers in the boardroom power struggle will be chairmen and senior independent directors, Mercer Delta predicts.
"The unexpected outcome of Higgs is that the senior independent director is definitely the biggest gainer," Mr O'Hare said.
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