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Business

Chairmen must face an annual test

Anthony Hilton
18 May 2009


It was suggested here last Monday that it would be best if Sir Victor Blank stood down as chairman of Lloyds Banking Group rather than put the business through the strains of a shareholder revolt against his re-election. That is the decision he has wisely taken and he can now move on.

The chairman of Barclays, Marcus Agius, successfully saw off those who moved to unseat him, but he was greatly helped by the fact that his bank has steered clear of Government help and has a share price which is on the mend.

Lloyds is the opposite - largely owned by the state and with a continuing fear that we have still not seen the worst of the HBOS losses.

So while Agius could expect a victory to put the issue behind him, Blank faced the prospect, even if he had won, of being challenged and undermined again and again - possibly for years - until Lloyds too was out of trouble.

We should perhaps pause to appreciate the significance of the event. While there is a high casualty rate among chief executives, company chairmen almost never go early. Bank chairmen almost never go at all.

Twenty years ago, NatWest lost Lord Boardman in the wake of the Blue Arrow scandal. With a politician's sense of theatre, he made the announcement to some journalists hastily assembled on the steps of the bank's headquarters before turning on his heel and stalking back inside.

No one had seen anything like that at the time and neither have we seen it since.

Change is more frequent than it used to be, but nevertheless there have been few bank chairmen who have not gone at a time of their own choosing. Andrew Buxton at Barclays would possibly have liked to stay longer and Lord Alexander at NatWest was a casualty of the RBS takeover bid.

But that low total is quite remarkable when one considers the turmoil and change in the industry over the past two decades.

Although events in banking have become so outrageous that they have lost the capacity to shock, Blank's decision to depart remains nevertheless a defining moment. It also has ramifications way beyond banking. It signals a significant change in attitude among the large investing institutions, which has huge implications for corporate governance.

Things are changing because of the banking crisis. Some see this as a catastrophic failure of corporate governance and believe, along with Lord Myners, that shareholders could have intervened earlier to prevent the meltdown.

Others in a kinder camp believe the mania of the credit bubble was a collective hysteria that no director or shareholder could have halted.

But this divide is no longer the issue because there is a collective understanding that things have to change. The institutions within the Association of British Insurers are on the march. There are two core ideas. One is for a standing committee of institutional shareholders to engage with a similarly exalted group of chief executives or chairmen to try to improve communication between the two sides, spot issues early and articulate serious problems such as the credit bubble.

Enthusiasm for this appears limited, largely because there are already quite enough committees and they rarely solve anything. By the time the next credit bubble comes around, they too would no doubt be asleep at the wheel.

Much more controversially - indeed it has got the corporate juices flowing - is a suggestion that the chairman should submit himself for re-election by shareholders every year.

The idea is that investors would assess the performance of the board in governance terms. If they did not like what had been done or the direction in which the company appeared to be heading, and they felt their concerns were not being properly addressed, then they would ditch the chairman.

Chairmen are understandably not too happy about this and have come up with the usual bleat that no one will do the job if they are to be exposed to the risk of such a humiliation. They should be less precious and more realistic - if the money is good there will be no shortage of candidates.

They also need to recognise that when Sir Derek Higgs published his proposals on corporate governance, in which the role of the independent chairman was laid out, there was a hint of unfinished business about it.

Higgs thought the position would need to be refined in the light of experience. Perhaps that is what is now under way.

Finally chairmen, even if they do not like what is happening, need to be more honest about the weaknesses in their ranks. The world is full of dysfunctional boards - where the chairman does not get on with the chief executive, where he sees the senior independent director as a threat to his own position, and where debate is stifled rather than encouraged.

If the threat of annual re-election means chairmen have to raise their game then that surely can be no bad thing. If they don't, they may find themselves in a similar position to that of Sir Victor Blank - no longer wanted on voyage and tossed overboard.

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