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Committees

2021 Switzerland Spencer Stuart Board Index

2021 Snapshot

 8.7

average number of scheduled board meetings

 23 %

of committee chair roles are held by women

 2 %

of companies disclosed that they underwent an external board review

Board meetings

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%.

Board committees

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
% companies 2 3 4 5
SMI 15% 25% 40% 20%
SMI Mid 23% 42% 31% 4%

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 the sample.

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.

Board evaluation

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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Guidance for getting the most out of your board’s next annual assessment