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Knight Gianella Board of Directors' Survey 2017/18in cooperation with the Corporate Governance Competence Center of the
of board members in listed and large non-listed Swiss companies
Introduction
• Knight Gianella BoD Survey
The ‘world’ of corporate governance continues to be fast-paced and regularly poses new challenges for board members. Those challenges include a noticeable increase of regulations in all sectors and politically changed parameters for all industries, such as the revision of company law, the corporate tax reform, the corporate justice initiative, the mass immigration initiative along with the service public debate. Moreover, board members face additional economic complexities, including associated opportunities and risks,such as digital transformation. The requirements and conditions for BoD activities are changing both objectively and presumably subjectively, with consequences for the top topics of the BoD agenda. A representative review may help improve an understanding of these and their relationships and draw the right conclusions. As an affected board member, we would like to offer you such a review this year as well.
In collaboration with the Corporate Governance Competence Center of the University of St. Gallen headed by Prof. Andreas Binder, Knight Gianella has drawn up a list of questions and has commissioned Dichter Research to conduct an anonymous online survey of the members of the board of directors of listed and non-listed larger companies in Switzerland.
• Knight Gianella (www.knightgianella.ch)
Knight Gianella focuses on the national and international direct search for executives and consultancy in filling key positions at executive management and board level for selected companies and organisations. Founded in 1965 as a member of a US advisory group since the mid-nineties we have been an independent, Swiss thinking and acting partnership with a boutique character. We are pleased to offer consultancy for our clients for specific succession plans or new appointments through a sensitively designed process. Our qualities are extensive consulting experience in exceptional entrepreneurial or personnel situations. Other quality characteristics are our highly professional international research coupled with an exceptional network of relationships. Our success rate in recent years is 98%, the repeat business is over 70%. On average over the last fiscal years, the two partners Sandro V. Gianella and Stephan Reifferscheid have occupied successfully and sustainably approximately thirty positions at top management and the Board level.
For discussion and to answer your questions please contact Sandro V. Gianella as initiator of the Knight Gianella Board of Directors‘ survey by calling +41 44 421 29 03 or [email protected].
2
November 2017
Table of contents• Context
• Conclusion
• Results
ContextRepresentativeness, response rateThe survey is highly representative of the Swiss economy.• The 189 participants represent 878 board of directors mandates.• A very high response rate of 34% of the 548 board members.• Response rate: German-speaking Switzerland (DCH) 35%, Romandy (FCH) 28%
Random sampleTotal n=189 board members• 93% in DCH and 7% in FCH• 86% male and 14% female• 60% chairman/woman and 40% board members
Target group and terminologyBoard members in publicly listed and large unlisted Swiss companies.The report uses BoD as an umbrella term for the mandates of both chairman/woman and BoD.
MethodAnonymous online survey conducted by DICHTER RESEARCH AG, Institute for Motivational, Marketing and Market Research in Zurich, basedon prior written information of the target persons (personal motivation letter) by Knight Gianella. Implementation of the survey from 16August until 2 October 2017.
3
November 2017
Conclusion
• Surveyed board members have assessed working conditions in BoD committees in 2017 basically as challenging as in 2016. The aspiration level is also likely to increase further in the future.
Currently, the most significant and obvious challenge for both board members and CEOs is digitisation and its consequences. Together with strategic issues, it is at the top of the BoD agenda and demands strong influence from the BoD committee.
• In addition to Corporate Governance and the uncertain market environment, succession planning with regard to CEO/SM and BoD is also highly relevant.
The requirements for a board member are becoming more and more extensive with high pressure on subject and industry knowledge at the expense of general management skills.
The professional requirements for a board member are difficult to reconcile with the expected level of independence in terms of content, finances and time or flexibility.
The respondents believe that these increased demands make the recruitment of capable board members more difficult due to the ever-dwindling number of available candidates who meet such requirements.
Members of senior management will still be eligible for external BoD mandates in the future, but will be limited to one to two mandates per person.
Furthermore, BoD fees have not increased respective to the required level of BoD engagement; thus many board members no longer feel adequately remunerated.
• The future development of remuneration models points clearly towards standardisation and simplification.
• The respondents anticipate the importance of both proxy advisors and shareholder activists will increase.
However as of now, most BoD committees do not consider shareholder activists a relevant topic on the BoD agenda, although previous experiences with shareholder activists have shown that they tend to affect the company adversely.
Moreover, only two-thirds of BoD committees have a strategy / crisis management plan in place for dealing with shareholder activists.
• The pressure from quarterly results is slightly higher compared to 2016. More than half of the surveyed board members support the abolition of quarterly reporting.
4
November 2017
November 2017
5
50
39
37
31
30
14
14
11
7
7
5
5
0 10 20 30 40 50 60 70 80 90 100Percentages, multiple replies, open-ended questions n=189
Digitisation (and its consequences), cybersecurity
Strategy and corporate development, business model(s), portfolio, M&A
Corporate Governance, policies and processes, (increasing) regulations, bureaucracy
(Uncertain / volatile) market environment, changes, world politics, growth
Succession planning, appointment of CEO / SM / BoD, remuneration, talent management
Compliance, compliance processes / risks
Uncertainties, risk management, too little or too much information
Short-termism vs long-termism, innovation
Market knowledge, customer focus, profitability, limiting expenditure, margin reduction
Shareholder activism, stakeholder management, reputation management
Independence, avoiding conflicts of interest / loyalty
Constructive committee work, support CEO, information stand of the BoD in relation to CEO / top management, cooperation with CEO / top management
The most significant challenge for board members is clearly digitisation and its consequences. Other spontaneous expressed concernsamong the top five challenges are strategy and corporate development, Corporate Governance, increasing regulations, the changing market environment and the appointment of top management and BoD positions. The fact that compliance spontaneously is laggingbehind in 6th place shows this topic has become embedded in the DNA of the board members.
1. Current challenges and developments in your BoD work (1)2017: ‘As an introduction, we ask you to write down a few keywords for the current challenges that you think the BoD faces today.’
November 2017
6
46
38
33
31
21
20
16
11
6
4
3
0 10 20 30 40 50 60 70 80 90 100Percentages, multiple replies, open-ended questions n=189
Digitisation (and its consequences), cybersecurity
(Uncertain/volatile) market environment, growth, risks, changes, globalisation, competitive situation, the Swiss island of high prices
Efficiency, profitability, turnover, competitiveness, pressure on margins, short- vs long-termism
Fighting for talent, shortage of skilled / management personnel, appointing key positions, talent development
Leadership, assertiveness, clear decisions, employee motivation, corporate culture, new working models
Strategy and corporate development, business model(s), portfolio
Innovation, trend-setting, openness, ongoing development, agility, flexibility
Corporate Governance, policies and processes, (increasing) regulations, bureaucracy
Stress, pressure, workload
Compliance, compliance processes / risks
Shareholder activism, stakeholder management, reputation management
Board members believe digitisation is currently the top concern for CEOs as well. Equally frequent is the unsupported mention of the uncertain and volatile market environment, growth and profitability, as well as the appointment of key positions.
1. Current challenges and developments in your BoD work (2)2017: ‘As an introduction, we ask you to write down a few keywords for the current challenges that you as a board member think CEOs face today.’
80
64
58
46
38
25
8
20
36
42
47
49
51
32
7
13
24
45 15
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Strategy / business model(s) / portfolio
Digital transformation, cyber risks
Composition of SM and personnel planning
Composition of BoD and succession planning
‘Political’ framework conditions, regulations, compliance
Cost reduction measures
Shareholder activists
very relevant somewhat relevant little relevant not relevant
n=189
November 2017
7
The predominant topic on the BoD agenda is strategy, followed by digital transformation and the composition of the BoD and SM as well as personnel and succession planning. The high relevance of the topics shows the complexity and breadth of current challenges in BoD work.
1. Current challenges and developments in your BoD work (3)2017: ‘What is the relevance of the following topics on your “BoD agenda”?’
70
40
39
36
28
22
13
30
44
51
54
54
53
39
11
10
10
18
21
34
5
4
14
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Strategy review / strategy adjustment
Expand BoD with ‘digital expertise’
Promote agility
Force appropriate investments
Change corporate culture
Promote diversity
Creation of CDO positions
strong influence moderate influence little influence no influence
November 2017
8
n=189
The digital transformation is the central topic for the board of directors and causes it to exert a relatively strong influence.The most significant focus is on the adaptation of the strategy, the smallest on the creation of a CDO position.
1. Current challenges and developments in your BoD work (4)2017: ‘How much do you as a board member influence the digital transformation in your company? For example concerning ...:’
November 2017
9
63
29
12
10
6
52
32
11
25
9
0 10 20 30 40 50 60 70 80 90 100
No dependencies / constraints / conflicts of interest, integrity, autonomyand free decisions, no operative function
Personal opinion, culture of open debate (no taboos), critical thinking andquestioning
BoD work in the interest / for the benefit of the company, pursuing the(long-term) well-being of the company
Financial autonomy, no economic dependence on the mandate
Professional and topic-specific expertise, decision-making competency,analytical skills, knowledge of human nature
Percentages, multiple replies, open-ended questions n=189
in the context of the work of the BoD in the context of the personal BoD work
The surveyed board members define ‘BoD independence’ primarily as the avoidance of (personal) conflicts of interest. They also consider the representation of one's personal opinion, focus on the interests of the company as well as financial independence as important.
1. Current challenges and developments in your BoD work (5)2017: ‘What is your understanding of “BoD independence” in the context of the work by the Board of Directors and your personal BoD work?’
85%
15%
has become more demanding
stayed the same
has become less demanding
75%
25%
will become more demanding
will stay the same
will become less demanding
November 2017
10
n=189 n=189
2017: ‘How will your role as a board member develop over the next three to five years?’
A total of 85% of the surveyed board members reported that their BoD work has become more demanding in recent years.For 75%, the level of requirements will presumably continue to increase in the future.
2. Changes in your BoD work in the past and the future (1)2017: ‘How has your role as a board member developed in the last three to five years?’
November 2017
41
45
37
31
22
28
24
26
11
87
59
79
66
21
37
29
31
16
73
61
69
61
19
32
20
29
3
79
62
61
58
16
13
13
10
1
0 10 20 30 40 50 60 70 80 90 100
Time required, expenditure
Influence of the public / politics / media
Communication pressure
Reputation pressure
Remuneration BoD / top management
Decision-making authority
Recruitment of board members / top managers
Personal balance of benefits / motivation
Expertise / quality / professionalism chairman / woman and board ofdirectors
ACTUAL STATE 2014 (after accepting the Minder initiative) n=161 ACTUAL STATE 2015 (after the implementation of OAER) n=150
ACTUAL STATE 2016 (since the implementation of OAER) n=158 ACTUAL STATE 2017 n=189
Percentages for ‘more negative today than before’
11
The results for 2017 are mostly stable compared to the previous year. Consolidation at a high negative level can be observed notably for expenditure, external influence, communication and reputation pressure. On the other hand, decision-making authority, recruitment and the personal balance of benefits / motivation are seen as more favourable than in recent years.
2. Changes in your BoD work in the past and the future (2)2014, 2015, 2016, 2017: ‘How have the following areas developed in the last three to five years?’
61
52
57
54
18
27
26
29
13
79
62
61
58
16
13
13
10
1
0 10 20 30 40 50 60 70 80 90 100
Time required, expenditure
Influence of the public / politics / media
Communication pressure
Reputation pressure
Remuneration BoD / top management
Decision-making authority
Recruitment of board members / top managers
Personal balance of benefits / motivation
Expertise / quality / professionalism chairman / woman and board ofdirectors
Expectations 2016 (since realisation of OAER) n=158 ACTUAL STATE 2017 n=189
Percentages for ‘more negative’
November 2017
12
The current situation in 2017 only partially coincides with the expectations expressed in 2016. Expenditure is perceived as more negative than hoped, which also applies to external influence, albeit to a lesser extent. On the other hand, decision-making authority, recruitment of board members and top managers, personal balance of benefits /motivation and expertise of the boards of directors are seen more favourably than they were anticipated for the future last year.
2. Changes in your BoD work in the past and the future (3)2016: ‘In your opinion, what FUTURE impact will the planned revision of company law (following the decision of the Federal Council of December 2015) have on the following areas in your board of directors?’ (Expectations 2016)2017: ‘How have the following areas developed in the last three to five years?’ (ACTUAL STATE 2017)
79
62
61
58
16
13
13
10
1
51
48
47
42
13
16
19
19
2
0 10 20 30 40 50 60 70 80 90 100
Time required, expenditure
Influence of the public / politics / media
Communication pressure
Reputation pressure
Remuneration BoD / top management
Decision-making authority
Recruitment of board members / top managers
Personal balance of benefits / motivation
Expertise / quality / professionalism chairman / woman and board ofdirectors
ACTUAL STATE 2017 n=189 Expectations 2017 n=189
Percentages for ‘more negative’
November 2017
13
The surveyed board members' current view is that the time required, external influences as well as communication and reputation pressures will increase less in the future.The recruitment of board members and top managers is expected to be even more demanding, and the personal balance of benefits /motivation will tend to decline more.
2. Changes in your BoD work in the past and the future (4)2017: ‘How have the following areas developed in the last three to five years?’ (ACTUAL STATE 2017)2017: ‘In your opinion, what FUTURE impact will the revision of company law following the Federal Council's message on November 2016 have on the following areas in your board of directors?’ (Expectations 2017)
16
11
10
10
10
61
59
50
52
46
23
30
40
38
44
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Reputation management
Corporate culture
Issue management
Corporate communication
Finance communication
much larger influence somewhat larger influence no change smaller influence
November 2017
14
n=189
The influence of the board of directors has increased dramatically in all areas surveyed, most notably in the area of reputationmanagement.
2. Changes in your BoD work in the past and the future (5)2017: ‘How much has the influence of the board of directors changed in the last three to five years in terms of ...’
34
31
19
12
11
11
7
5
54
48
56
42
40
41
44
43
12
21
25
46
49
48
49
52
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Subject knowledge (finance, compliance,digitisation, business models, etc.)
Availability, flexibility
BoD expertise
Industry knowledge
Leadership qualities
Leadership experience as CEO/SM
BoD experience
Degree of consensus, teamwork
a great deal of higher requirements somewhat higher requirements no change lower requirements
November 2017
15
n=189
The demands on board members have increased drastically in all areas in recent years. Due to the increased pressure on subject and industry knowledge, the board of directors is increasingly developing into a specialist committee.
2. Changes in your BoD work in the past and the future (6)2017: ‘How much have the requirements for board members changed over the past three to five years with regard to ...’
61
29
26
16
13
13
11
0 10 20 30 40 50 60 70 80 90 100Percentages, multiple replies, open-ended questions n=136
Stricter requirements for expertise and experience profile, handling of complexity, diversity, (personal) responsibilities, independence
Time requirements, availability, commitment
Liability, reputation, pressure (public, politics, media)
‘Female quota’, gender pressure
Limited number of available / eligible candidates
Restriction of manoeuvring room, (excessive) degree of regulation, attractiveness of BoD work decreases
BoD work no longer receives adequate remuneration
November 2017
16
4 33 37 26
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
2017 n=189
very much somewhat a little not at all
2017, if ‘very much / somewhat / a little’: ‘What reasons could make the recruitment of board members more difficult in the future?’
The respondents anticipate the recruitment of new board members will become more difficult. This change is primarily due to increased requirements concerning expertise and experience profile. This is further aggravated by ever-increasing time requirements, expected availability as well as pressure from the public, politics and media.
3. Appointment of BoD mandates (1)2017: ‘In your opinion, will the recruitment of new board members become more difficult in the future?’
31%
64%
5%
yes, always
depending on the situation
no, never
11%
70%
19%
yes, always
depending on the situation
no, never
November 2017
17
2017: ‘Do you prefer as a candidate for the BoD position if the company includes a specialised executive search advisor?’
n=189 n=189
Both the searching board of directors and the candidates decide on a per case basis if they prefer to include a specialised executive search advisor in the process of succession planning or not. Almost a third of surveyed board members make use of this support in theircommittee at all times.
3. Appointment of BoD mandates (2)2017: ‘Does “your” BoD rely on the professional support of specialised executive search advisors in the process of succession planning / search for new board members?’
75
57
35
32
32
29
26
24
17
14
14
13
3
25
43
49
52
47
58
47
52
60
47
39
55
15
16
16
15
13
27
24
23
32
41
32
56
6
7
6
26
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Independence
Availability
Leadership experience (CEO, member of senior management)
Technological / professional expertise
Expertise with regard to internationalisation
Industry / market knowledge
Consideration of owner / shareholder interests
Diversity
Expertise with regard to digitisation
Gender diversity
Number of BoD mandates
BoD experience
Still active in operative role (CEO, CFO, etc.)
very important pretty important less important not important at all
November 2017
18
n=189
Independence and availability are the central considerations of BoD succession planning, followed by leadership experience, expertise as well as competence regarding internationalisation and industry knowledge. The great importance of almost all aspects illustrates the high demands a board member respectively a board of directors faces.
3. Appointment of BoD mandates (3)2017: ‘How important are the following aspects of the BoD succession planning for your company?’
45
45
39
38
16
17
0% 20% 40% 60% 80% 100%
2016 n=133
2017 n=155
one two three to five
32
28
18
14
49
56
34
27
19
16
33
32
15
27
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
2016 n=158
2017 n=189
2016 n=158
2017 n=189
one to two three to four five to six above six
November 2017
19
82%
18%
yes no
n=189
2016(n=158)
84%
16%
2016, 2017, if ‘yes’: ‘As a board member, how many external BoD mandates for CEO / members of senior management will you permit in the future?’
2016, 2017: ‘In your opinion, how many BoD mandates should one person oversee in publicly listed companies at most?’
2016, 2017: ‘In your opinion, how many BoD mandates should one person oversee in unlisted companies at most?’
In the future, the overwhelming majority of board members will permit one or at most two external BoD mandates for members of senior management. Within publicly listed companies one person is supposed to oversee up to four BoD mandates, or up to six BoD mandates in unlisted companies. For non-listed companies, this figure rose in comparison to the previous year, indicating the militia system in Switzerland remains functional.
3. Appointment of BoD mandates (4)2016, 2017: ‘Will you, as a board member, permit external BoD mandates for CEO / members of senior management in the future?’
November 2017
20
3%
88%
9% yes, only professional board members
mixed
no, no professional board members
37%
18%
45%
unproblematic
only after a two-year break
problematic
n=189
2015(n=150)
2016(n=158)
6% 0%
89% 91%
5% 9%
2016, 2017: ‘How do you rate the change of a CEO to the BoD committee of the same company?’
n=189
2016(n=158)
35%
18%
45%
There will continue to be a mix of professional board members as well as part-time board members in the future. The change of a CEO to the BoD committee of the same company is an issue for nearly half of surveyed board members, while around a third consider it unproblematic.
3. Appointment of BoD mandates (5)2015, 2016, 2017: ‘Will there only be “professional board members” in the future?’
November 2017
21
2017: ‘Have you as a board member adjusted the remuneration of SM in the past five years?’
68%
24%
3%5% increase
no adjustment
reduction
I do not want torespond
n=189 n=189
2017: ‘How will the compensation models for BoD and SM change in the future?’ 2017: ‘Do you see a prompt need for action regarding the adaptation of existing compensation models?’
35%
39%
20%
6% more complex
standardisation
more simple
unable to evaluate
n=189
32%
68%
yes
no
n=189
Despite the apparent increase in requirements for board members, their fees have only increased for 25% in recent years, for 5% it was even reduced. On the other hand, about two-thirds have increased the remuneration of SM. There is a trend towards standardisation, or rather a simplification of remuneration models, even if two-thirds currently do not see the immediate need for action.
25%
68%
5%2% increase
no adjustment
reduction
I do not want torespond
4. Remuneration BoD/SM2017: ‘Has your BoD fee been adjusted over the past five years?’
80
73
71
64
66
93
62
59
71
66
71
90
67
71
0 10 20 30 40 50 60 70 80 90 100
2015, 2016, 2017: ‘In your opinion, has the influence of shareholders in public companies increased in the last three to five years?’
2015, 2016, 2017: ‘In your opinion, will the influence of shareholders in public companies increase in the next three to five years?’
2016, 2017: ‘In your view, will the importance of proxy advisors in public companies increase over the next three to five years?’
2016, 2017: ‘Does your board of directors have a clear understanding of the shareholder structure and possible changes?’
2016, 2017: ‘Does your board of directors have a strategy and crisis management in place for attacks by shareholder activists?’
2016, 2017: ‘In your view, will the presence of shareholder activists in public companies increase?’
Percentages ‘yes’
2015 n=150 2016 n= 158 2017 n=189
November 2017
22
The surveyed board members believe the influence of shareholders has increased in recent years and will presumably increase evenfurther in the future, as with the impact of proxy advisors. The board members have a clear picture of the shareholder structure but only limited insight into strategy responses to attacks by shareholder activists, although they believe their presence in public companies will continue to increase.
5. Shareholder governance of public companies (1)
November 2017
23
54%46%
yesno
2016(n=158)
55%
45%
n=189
22%
54%
24%
beneficial neutral disadvantageous
2016(n=87)
7%
48%
45%
n=102
17%
27%46%
10%
beneficial to the company no influence
disadvantageous to the company unable to evaluate
n=102
2017, if ‘beneficial’: ‘How have shareholder activists been beneficial for your company?’
• Force to take action / rethink, increase pressure (mentioned ten times)
• Show suboptimal aspects, point out issues directly (mentioned five times)
• Introduce a different perspective / different know-how (mentioned two times)
2017, if ‘yes’: ‘In your opinion, are shareholder activists beneficial or disadvantageous to the success of a public company?’
n=17
2016, if ‘yes’: ‘Do you consider this experience with shareholder activists as beneficial, neutral or disadvantageous?’2017, if ‘yes’: ‘Do you consider this experience with shareholder activists as personally beneficial, neutral or disadvantageous?’
n=102
n=17
n=102
Around half of surveyed board members have had experiences with shareholder activists. Approx. 20% perceived this experience as beneficial for themselves or the company since they forced them to think or act. For almost half however, shareholder activists are seen asdetrimental to a public company.
5. Shareholder governance of public companies (2)2016, 2017: ‘As a BoD, do you have any experience with shareholder activists?’
November 2017
24
97
45
73
64
92
49
38
41
94
34
50
39
0 10 20 30 40 50 60 70 80 90 100
2015, 2016, 2017: ‘How important is the element of sustainability in your corporate strategy and development?’
2015, 2016, 2017: ‘In your opinion, what is the role of shareholders in public companies in pursuing a sustainably successful corporate strategy?’
2015, 2016, 2017: ‘To what extent is the board of directors in public companies guided by the dictates of quarterly results?’
2015, 2016, 2017: ‘In your opinion, what is the pressure of shareholders concerning quarterly results in public companies?’
Percentages ‘important’ / ‘important role’ / ‘strong’ / ‘great pressure’
2015 n=150 2016 n= 158 2017 n=189
2016, 2017: ‘Do you support the abolition of quarterly reporting in public companies?’
59
60
16
20
25
16 4
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
2016 n=158
2017 n=189
yes irrelevant no unable to evaluate
The element of sustainability is vital for the corporate strategy. By contrast, shareholders play only a minor role in the pursuit of a sustainable and successful corporate strategy. The board of directors is again subject to a stronger dictate of the quarterly results in comparison to the previous year, which is why the majority supports their abolition.
5. Shareholder governance of public companies (3)
November 2017
25
24
51
32
27
17
47
33
16
14
36
29
13
0 10 20 30 40 50 60 70 80 90 100
2015, 2016: ‘Should shareholders have more involvement in the Corporate Governance of publicly listed companies?’ // 2017: ‘Should shareholders play a
stronger role in the Corporate Governance of publicly listed companies?’
2015, 2016, 2017: ‘Should shareholders in public companies increasingly orient themselves according to "Best Practice" rules, such as the “Guidelines for Institutional
Investors”?’
2015, 2016, 2017: ‘Should shareholders be subject to certain governance responsibilities as part of the revision of company law?’
2015, 2016, 2017: ‘Should the behaviour of shareholders in public companies be controlled using economic incentives?’
Percentages ‘yes’
2015 n=150 2016 n= 158 2017 n=189
Compared to previous years, fewer board members believe that «Best Practice» rules should guide and assess shareholders. Governance responsibilities, the management of shareholders through economic incentives and the inclusion of shareholders in Corporate Governance are still less in demand.
5. Shareholder governance of public companies (4)
November 2017
26
8
5
5
9
6
5
6
4
4
41
37
32
29
36
33
19
22
19
51
58
59
62
58
57
75
74
71
4
5
6
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
2015 n=150
2016 n=158
2017 n=189
2015 n=150
2016 n=158
2017 n=189
2015 n=150
2016 n=158
2017 n=189
approve worth exploring disapprove unable to evaluate
6
4
5
47
33
41
47
35
34
28
20
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
2015 n=150
2016 n=158
2017 n=189
approve worth exploring disapprove unable to evaluate
Loyalty dividend
Loyalty subscription rights
Loyalty voting rights
2015, 2016, 2017: ‘What do you think about incentives for solving the unregistered share issue in public companies?’
Loyality dividends and loyalty subscription rights as a reward system for long-term investors are perceived most worthy of consideration. Loyalty voting right receive little consent. Almost half see incentive systems to solve the problem of unregistered shares as positive.
5. Shareholder governance of public companies (5)2015, 2016, 2017: ‘What do you think about the following reward systems for long-term investors in public companies?’
November 2017
27
AgeTotal pro age
segmentNumber of
womenNumber of
menNumber of
SwissNumber of foreigners
Up to 39 years 29 18 11 22 7
40-49 years 191 87 104 145 46
50-59 years 579 121 458 440 139
60-65 years 349 28 321 265 84
66-72 years 121 8 113 92 29
73+ years 8 0 8 6 2
Total board members 1277 262 1015 970 307
Percentage 100% 21% 79% 76% 24%
In total, the main mandates of the surveyed 189 board members have 1,227 board members. Of these, 21% are women, which means that a possible gender reference value of 30% would not be met. The proportion of Swiss nationals is 76%.Female board members are mostly 40-59 years old, and male board members are predominantly 50-72 years old.
6. BoD structure main mandate2017: ‘What is the BoD structure of your main mandate?’
November 2017
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Project management: Beatrice Rudolf, Thomas Bucher
Implementation: DICHTER RESEARCH AGMotivational, Marketing and Market ResearchStauffacherstrasse 27, CH-8004 ZurichTel: +41(0)43 810 09 09, Fax: +41(0)43 810 09 01Email: [email protected], URL: www.dichter.ch
International connections: Long-standing business relationships with partners in Europe, North and South America, Asia and Oceania
DICHTER RESEARCH AG is subject to the quality standards of:
vsms (Swiss Association of Market and Social Research)
Esomar (The World Association of Research Professionals)
Additional Memberships: SEVAL Swiss Evaluation SocietySwissfuture Swiss Association for Future Research
