‘Overboarding’ – when Non-Executive Directors and Chairmen take on too many roles – is in the news because of recent shareholder rebellions at British American Tobacco, SSP and Meggitt where Marion Helmes, Vagn Sørensen and Sir Nigel Rudd respectively all faced opposition to their re-election. And in general, we at First Flight Non-Executive Directors side with the concerned shareholders.

When recruiting a new NED or Chair, one of the first questions our search consultants ask candidates with current Non-Executive roles is how much time do their existing commitments take up, and how much headroom do they really have free if the unexpected happens?

Each directorship has to be looked into and judged carefully because it’s not just a numbers game. Similar sounding roles might have very different time requirements: we manage Non Exec searches for building societies and investment trusts for instance, and the former appointments tend to demand a much greater time commitment than the latter. But Marion (NED at BAT plc; Vice Chairwoman of the Supervisory Board of ProSiebenSat.1 Media; member of the Supervisory Boards of Bilfinger, Siemens Healthineers AG, Uniper and Heineken N.V.; and a Non-Executive Director of NXP Semiconductors),

Vagn (Chairman of SSP, Air Canada, and until April 2018, Scandic Hotels; as well as being NED of Lufthansa Cargo AG and Royal Caribbean Cruises Limited; a senior adviser to Morgan Stanley and EQT Partners; and a member of the board of governors of IATA) and Sir Nigel (Chairman of Meggitt, BBA Aviation plc, Sappi Limited, Destiny Pharma plc and the Business Growth Fund PLC) all have questions to answer.

And the list of potential over-boarders doesn’t stop there. Sir Stuart Rose for example, was a very successful CEO, so his appointment to your company’s board that might seem like a real coup. But how much of his time do you think you would actually get, given that he is already Chairman of Ocado plc; Chairman of Fat Face Group Limited; Chairman of Oasis Healthcare Limited; Chairman of Stylemania Limited, trading as Dressipi; Non-Executive Director of RM2 International S.A.; Non-Executive Director of Woolworths Holdings Limited, listed in South Africa; Chairman of Majid Al Futtaim Retail based in Dubai; and Non-Executive Director of Time Out Group plc?

William Micklethwait, Search Consultant, First Flight Non-Executive Directors Ltd




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