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Board composition

2021 Switzerland Spencer Stuart Board Index

2021 Snapshot

 10.9

average board size in the SMI 20, compared with 9.7 directors on SMI Mid boards

 65.3 %

of chairs are independent

 6.4

years is the average tenure for non-executives

 25 %

of new appointments are first-time directors

Board size

The average number of directors on an SMI 20 board is 10.9, showing no significant change from the 10.8 average recorded in our previous edition. The SMI Mid average, on the other hand, has increased from 8.3 to 9.7. The change in constituents might explain this substantial difference.

Ems-Chemie Holding operates the smallest board in our sample with four members. Compagnie Financière Richemont continues to maintain the largest board with 20 members, five of whom are executive directors (although the group HR director left the board in late 2020).

Board size

The roles of chair and chief executive

There are currently eight CEOs serving on SMI boards, representing a steady increase in the past decade. However, a clear separation between the role of CEO and chair remains, in line with the Swiss Code of Best Practice for Corporate Governance. No boards record concurrent chair/CEO roles.

Executive chairs lead five boards. Temenos AG, Schindler Holdings, and Partner Holdings have executive chairs who previously held CEO positions in the same company and transitioned to the chair role.

At Dufry AG, the current executive chair was a partner at Advent which owned the company prior to its IPO. The Lindt & Sprüngli chair has been in the role for 28 years and was chair and CEO before becoming executive chair.

Vice-chair and senior independent director

Eighty per cent of boards in our sample have vice-chair roles. Helvetia Holding is again the only company with two vice-chairs sharing the job. However, a significant difference is apparent between the two indices when looking at the senior independent director (SID) role. Here, 25% of SMI boards and 4% of SMI Mid boards have an SID.

Independence

Across both indices, 89.7% of all board members are deemed independent, rising from 87.2% in our 2019 Index. The proportion of chairs who are independent rose to 65.3%, up from the 61.7% recorded in the same edition.

Swiss boards continue to lead independence in the boardroom. In Europe, only the Netherlands comes close, with 86.8% of board members deemed independent. Germany and Italy record respectively 73% and 60% independent board members; France has slightly more than half.

Length of service

The average tenure of all board members across the SMI is 6.7 years, slightly above the average of 6.4 recorded in our previous Board Index. The average tenure of non-executives is 6.4 in the SMI 20 and 6.3 in the SMI Mid.

A significant difference exists between the average tenure of female non-executives (4.5 years) and their male counterparts (7.2 years), reflecting the historical underrepresentation of women in the boardroom. The Swiss target of 30% female representation on boards was approved around four years ago, a period that coincides with the current average length of service of female non-executive directors (NEDs).

In the SMI 20, the longest non-executive board tenure is seen at the Swatch Group, where average tenure is 14.4 years. The lowest average tenure, of two years, is recorded at Alcon, which was spun-off from Novartis in 2019.

The average board chair tenure of the entire sample is 9.6 years, down from 10.9. The average tenure of chairs is 6.3 years, suggesting that most chairs transition to the role after holding non-executive positions on the board.

Age of directors

The average age of SMI non-executive directors (excluding chairs) is 60.5, showing no significant change in the past six years.

Among SMI 20 companies, the youngest board sits at Partners Group Holding, where the average age is 51.2. The Swatch Group has the oldest board, with an average of 66.6. The youngest board in the SMI Mid is that of Barry Callebaut with an average age of 55.2; the oldest, with an average of 64.7, is Temenos.

Average NED age, excluding chairs

Chairs in the SMI 20 have an average age of 65.7 years, making them slightly older than their SMI Mid counterparts, whose average age is 63. The average age of chairs across the SMI is 64.1.

Tenure and age: chairs
Highest Lowest
Tenure Flughafen Zürich (21) Vifor Pharma (0.9)
Age Dufry (72.2) Partners Group (51.2)
Tenure and age: non-executives (excluding chair)
Highest Lowest
Tenure The Swatch Group (14.5) Alcon (2)
Age The Swatch Group (66.6) Barry Callebaut (55.2)

New directors

The overall rate of board refreshment was 8% in 2021, half the rate observed in our previous survey.

Female appointments peaked in 2018, the inauguration year of targets for female representation, reaching 44% of total appointments. After two years of falling rates of new female appointment, the trend seems to be moving up again, reaching 37% (13) in this year’s survey.

In total, 36 new non-executive directors were appointed in the 12 months before March 2021, more than half of them to SMI Mid boards.

New board appointments in the SMI (2016–2021)

The average age of newly appointed NEDs is 56 years old and 67.5% of them are foreign nationals.

First-time directors

In addition to looking at new directors, we have analysed in more detail first-time non-executive directors. In the past year, 25% of new NEDs are first-time directors.

The average age of first-time directors at appointment is 52.6 years, younger than the 54.9 years previously recorded, and significantly lower than the average age of new directors, which is 56.

Sixty per cent of directors sitting on a board for the first time are non-Swiss. In terms of gender diversity of this first-time cohort, only one is a woman. As in previous years, financial services sector experience is the most common background of new NEDs.

Finding the right fit: Assessing First-Time Candidates for Non-Executive Directors

A framework to help boards determine the readiness of a new director.

Becoming a non-executive director

A guide for those considering a board directorship for the first time, expanded and updated.