INSIDE OUT - ROBERT PESTON: My main concern about the non-exec racket is not that it is undermining democracy but that it is ineffective at looking after shareholder interests

INSIDE OUT - ROBERT PESTON: My main concern about the non-exec racket is not that it is undermining democracy but that it is ineffective at looking after shareholder interests - When you reach a certain age and seniority in British industry, when the dail

by ROBERT PESTON, editorial director of Quest, www.csquest. com,e-mail Peston@Peston.com
Last Updated: 31 Aug 2010

When you reach a certain age and seniority in British industry, when the daily grind begins to pall and your juniors are competing for your job, you are fit for only one thing: a portfolio life as non-executive director of an assortment of UK blue-chip companies.

Sir Michael Perry, former chairman of Unilever, is best of breed. At 67, he recently retired from the Marks & Spencer board. But he remains chairman of Centrica and of Dunlop Slazenger, deputy chairman of Bass, and a member of Royal Ahold's supervisory board.

He also holds a clutch of similar posts at influential non-profit making organisations. These include the chair of the Government's senior salaries review body - the ultimate 'remuneration committee', setting pay for the top end of Whitehall and ministers.

Perry, the quintessential 'safe pair of hands', is in select company Where the French establishment has its enarques, corporate UK has its rather less homogeneous elite, a clutch of men (and they are mostly men) who are supposed to act as the stewards of proper behaviour at leading companies and government quangos.

Lord Stevenson, the one-time management consultant, is another eminence. When he is not choosing people's peers for the House of Lords and advising Tony Blair on the use of IT in schools, he chairs Pearson and the Halifax.

Then there is Sir Roger Hurn, chairman of Prudential, outgoing chairman of Marconi, a non-exec at GlaxoSmithKline and recently selected by Cazenove, the influential stockbroker, to be one of its first ever non-execs.

There are perhaps only a dozen individuals in total who occupy the first-class non-executive seats, and another 50 in business class. And for some time the best-appointed seat has been occupied by Lord Marshall, chairman of British Airways, former president of the CBI, chairman of Invensys, director of HSBC and retiring deputy chairman of BT.

Now, a conspiracy theorist might construct a wonderfully sinister narrative about the real rulers of Britain, a clandestine unelected oligarchy. You could show that Lord Goodfella sits on Tim Brasstack's board, who in turn chairs the brewer run by Sir Anthony Etonandguards, who chairs Blair's commission on the use of asylum-seekers to lay broadband cables, which are manufactured by Lord Goodfella's company.

But my main concern about this racket is not that it is undermining democracy but that it is ineffective at fulfilling its primary duty - looking after the interests of shareholders. This was demonstrated in the most delicious way recently at United Business Media, whose non-execs approved bonuses being paid to executives as a reward for selling certain assets - a practice frowned on by investment institutions.

The chairman of UBM is one Sir Ronald Hampel. His illustrious career includes the authorship of a substantial part of the UK's corporate governance code, which ordained that public companies should appoint a good number of non-execs as a check on the megalomania, cupidity or stupidity of executives.

Meanwhile, even the redoubtable Perry, as a member of the M&S board, failed to stop the creation of a controversial bonus scheme for chairman Luc Vandevelde. This was only tenuously linked to the financial performance of the firm and prompted a media stink that almost led Vandevelde to quit.

But it is the financial plight of BT that should make anyone question the usefulness of non-executives. If they have any role at all it is to stop companies overpaying for businesses. But a distinguished roster of non-execs, led by Lord Marshall, rubber-stamped BT's pounds 4.4 billion acquisition of 45% of Viag Interkom in Germany last August, when the British firm's balance sheet was stretched and the bull market in telecoms businesses was plainly over.

Only a few short weeks ago, BT wrote pounds 3 billion off the pounds 11.6 billion that it had invested in Viag - an incident that led the larger investment institutions to reflect on how they can find non-executives better able to hold executives to account, both at BT and elsewhere.

So here are two suggestions. First, let us find a few more non-executives who are not men and are under 60. Essential qualities should be financial nous, business understanding and independence of mind.

Do not believe complacent companies when they complain that such individuals are in short supply. The real obstacle to their appointment is that most executives regard powerful non-executives with fear and loathing.

Second, the main institutional shareholder lobbies, the Association of British Insurers and the National Association of Pension Funds, should sponsor short courses on the duties of non-execs. Attendance at these should be compulsory for all appointees to big companies.

The big problem with non-execs is not that they are the secret master race. No, most of them are good, old-fashioned, bumbling British amateurs, uninterested in devoting time and effort to the nitty-gritty of corporate governance. More professionalism in the non-exec seats would not go amiss.

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