SMI companies across both indices held an average of 8.7 scheduled
meetings during the period covered by their annual reports.
The majority of boards did not disclose the number of ad hoc
meetings held in the annual reports analysed. For the ones that did, when looking
at both scheduled and ad hoc meetings, the average increases to 9.7
meetings. Company boards in the SMI 20 reached an average of 9.9 meetings; SMI
Mid companies met 9.5 times in the same period.
Geberit and BB Biotech report holding all nine of their meetings,
both scheduled and ad hoc, using video conferencing tools. ABB and Adecco’s
board of directors reported that almost half of the in-person schedule meetings
turned into calls.
Boardroom dynamics have inevitably changed as boards
complied with social distancing measures forced by the Covid-19 outbreak, and as
the use of technology to substitute in-person meeting became more acceptable. It
will be interesting to see to what extent technology is used to facilitate board
decision in the future.
Board member attendance at meetings remained high, at an
average of 97.6%.
The average number of committees seen at SMI 20 companies is
3.7, very slightly up from 3.6. Among SMI Mid companies, the average is
unchanged at 3.2. The number of board committees per company remains at a range
between two and five.
Number of committees
The percentage of women non-executives chairing audit
committees grew from the 17% recorded in our last review, to 22%, with 10 women
in total. Seven companies have audit committees composed of a female majority; Adecco
Group leads the list with 75% female representation.
Turning to remuneration committees, in the SMI female
non-executives account for 34.5% of members and 27.3% of chair roles. The
number of female chairs in the nomination committee remains low at 13.5%, which
is unsurprising. The appointment is most often the prerogative of the chair,
and female chairs represent only 6.8% of the sample.
BB Biotech is the only company in the sample that has no
female representatives among any of its committees, even though it has one
female board member.
The risk committee is the most commonly found after the core
audit, remuneration, and nomination committees. Four companies have a
standalone risk committee, while others combine risk with audit, finance,
governance, or investment mandates. Committees dealing with innovation, digital,
and technology are the next most popular, established at 10 company boards in
Audit committees met on average 5.9 times, followed by
remuneration committees with an average 5.3 meetings, and nomination committees
with five meetings. The Credit Suisse committees convened most frequently, assembling
the audit committee members 17 times and the Governance & Nomination
committee 16 times during the fiscal year. The Ams nomination committee gathered the least often: it met only once during the period, even though it appointed a new CFO in May 2020.
Twenty companies disclosed their board assessment process in
their annual corporate governance report. Among those companies, the vast
majority underwent an internal review during the fiscal years of 2019 and 2020.
A comparable proportion of companies (21) did not report
having undergone assessment processes during the period. The majority of these
are SMI Mid companies, maintaining a trend identified in our 2019 Index.
External board evaluations are commonly conducted in the rest
of Europe, reaching 87% of companies in France and 74% in Italy.
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