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1、Board MonitorEurope 2023CEO&Board of Directors PracticeIn 2022,despite socioeconomic uncertainty and volatility,boards kept a firm focus on issues such as gender representation and sustainability.About the reportThis report is part of Heidrick&Struggles long-standing study of trends in board composi
2、tion in countries around the world.Produced by our global CEO&Board Practice,these reports track and analyze trends in non-executive director appointments to the boards of the largest publicly listed companies in Australia(ASX 200),Belgium(BEL 20),Brazil(B3),Canada(TSX 60),Colombia(COLCAP),Denmark(O
3、MX Copenhagen 25),Finland(OMX Helsinki 25),France(CAC 40),Germany(DAX and MDAX),Hong Kong(Hang Seng),Ireland(ISEQ),Italy(FTSE MIB),Japan(TOPIX Core 30),Kenya(NSE Top 40),Mexico(BMV IPC),the Netherlands(AEX),New Zealand(NZX 10),Norway(OBX),Poland(WIG 20),Portugal(PSI 20),Saudi Arabia(Tadawul),Singapo
4、re(STI 30),South Africa(JSE Top 40),South Korea(KOSPI 50),Spain(IBEX 35),Sweden(OMX 30),Switzerland(SMI Expanded),the United Arab Emirates(ADX and DFM),the United Kingdom(FTSE 350),and the United States(Fortune 500).Information about executives is gathered from publicly available sources,BoardEx,and
5、 a Heidrick&Struggles proprietary database.Thanks to the following Heidrick&Struggles colleagues for their contributions to this report:Alice BreedenLondonMarie-Hlne De CosterBeneluxSylvain DheninParis Tobias Petri Copenhagen Dr.Nicolas von Rosty MunichWelcome to Board Monitor Europe 2023Navigating
6、uncertainty:Boards keep focus on progress4Executive activity and board experience8Professional experience 9Gender diversity trends12Nationality trends15Age diversity trends16Looking forward17Staying the course in the face of uncertainty 7Snapshot of 2022 findings6Progress on diversity 12HEIDRICK&STR
7、UGGLES3 Navigating uncertainty:Boards keep focus on progressThe impact of the events of the past three years in Europe,including the prolonged Covid-19 pandemic,the war in Ukraine,and the subsequent rise of inflation and the cost of living crisis,is deepening the gulf between political leaders and c
8、itizens.Large swathes of Europe are in turmoil;France,Germany,the Netherlands,and Spain have seen strikes in the past few months.Companies are under extraordinary pressure and scrutiny regarding how they navigate the current socioeconomic uncertainty.In that context,European countries1 have kept a f
9、irm focus on issues such as gender representation and sustainability,particularly climate change issues.For example,in November 2022,the European Parliament approved a new set of regulations that mandate companies with more than 250 employees to allocate a minimum of 40%of all non-executive director
10、 roles or 33%of all board roles to the underrepresented gender by July 2026.2 Not complying will attract dissuasive penalties,from fines to,in more extreme cases,dissolving the board of directors.Our analysis shows that while top-tier companies in France and Italy are in a very good position to comp
11、ly with these regulations,the rest of the countries in our study still have significant gaps to fill.Regarding sustainability,though it is omnipresent in business conversations and the vast majority of business leaders do understand the importance and urgency of acting on climate change and related
12、social issues,many boards and companies are still struggling with their readiness to govern in this space.Indeed,a recent survey we conducted with BCG and INSEAD found that only 29%of board members around the world completely agree that their board has sufficient knowledge to challenge management on
13、 sustainability plans and exercise oversight of their execution.3 However,the EU Corporate Sustainability Reporting Directive,effective from January 5,2023,will help channel the efforts of boards and leaders across the union with a set of stronger,more modern reporting rules.4 And boards focus on su
14、stainability is also being sharpened by increasing accusations of greenwashing and climate inaction,with a rising number of lawsuits being filed not only against companies but also individual board members.51 Belgium,Denmark,Finland,France,Germany,Ireland,Italy,the Netherlands,Norway,Poland,Portugal
15、,Spain,Sweden,Switzerland are included in this report.2“Parliament approves landmark rules to boost gender equality on corporate boards,”European Parliament,press release,November 22,2022,europarl.europa.eu.3 Forthcoming publication from Heidrick&Struggles,BCG,and the INSEAD Corporate Governance Cen
16、tre.4“Corporate sustainability reporting,”European Commission,finance.ec.europa.eu.5 Damian Carrington,“Shell directors personally sued over flawed climate strategy,”The Guardian,February 9,2023,.BOARD MONITOR EUROPE 20234 In response,across European markets,the search for new directors has become p
17、rogressively more systematic and thorough.So,how have boards moved the dial when it comes to changing their composition in this context?In Europe overall:Key findings497490There were 497 appointments across all the 14 countries in our study in 2022,similar to the prior year.The share of seats going
18、to women increased,from 44%in 2021 to 49%in 2022.of seats went to women49%The share of seats that went to directors who are active executives rather than retired stayed about the same,at 63%in 2022,compared to 61%in 2021.Active executives(%)6361There was an increase in the share of seats going to di
19、rectors under age 50,from 16%to 24%.The share of seats going to first-time directors increased,from 36%to 39%.24%39%seats going to directors under 5020222021HEIDRICK&STRUGGLES5 Snapshot of 2022 findingsNew seats filledAverage agePrior C-suite experienceC-suite previous experience(%)49756Gender balan
20、ce(%)4951MenWomenCEOCFOCOOOther C-level81538216139First-time public board directorPrevious public board experienceCareer experiencePublic board experience(%)Nationality(%)56413NationalNon-nationalN/ANo degreeBachelors degreeMasters degreeJDPhDN/AEducation(%)626453183MBA76222NoYesN/AActive vs.retired
21、 executives(%)6337RetiredActiveCurrent or former CEO experience38%Current or former CFO experience 15%BOARD MONITOR EUROPE 20226 New appointment trends In 2022,there were 497 appointments across all the countries in our study,similar to the 490 in 2021.6 The countries with the highest of number of c
22、ompanies that appointed directors in 2022 are Finland,Norway and Denmark;companies in Poland,Ireland,and Spain filled the lowest shares of new seats.Staying the course in the face of uncertainty Overall number of appointments Countries with highest share of companies with new appointments(%)FinlandN
23、orwayDenmark888479Countries with the lowest share of companies with new appointments(%)PolandIrelandSpain455052490497202120226 This is the first year Poland has been included in this report;companies on the WIG 20 made 12 appointments.HEIDRICK&STRUGGLES7 Executive activity and board experience The s
24、hare of seats going to directors who are active executives rather than retired was about the same as the prior year,increasing slightly to 63%,from 61%.Countries such as Portugal(75%),France(74%),and the Netherlands(74%)show marked preference for directors who are still in executive positions,while
25、companies in Ireland and Belgium appointed majorities of retired executives.The share of seats going to first-time directors saw a slight uplift,from 36%to 39%.The countries with highest shares of seats going to first-time directors are Portugal,Poland,and Spain;the countries with the lowest are Swe
26、den,Ireland,and the Netherlands.Active executives,20212022(%)Share of first-time public board directors,20212022(%)Countries with the highest share of active directors(%)Countries with the highest share of first-time directors(%)PortugalFranceNetherlandsPortugalPolandSpainCountries with the lowest s
27、hare of active directors(%)Countries with the lowest share of first-time directors(%)IrelandBelgiumDenmarkSpainSwedenIrelandNetherlands2028044855224863202120223639BOARD MONITOR EUROPE 20238 Professional experience The share of seats that went to directors with CEO experience de
28、creased from 44%to 38%,while the share of appointments going to directors with CFO experience remained similar,at 16%,compared to 15%.Other frequent backgrounds include roles such as president,head of division,and head of region.However,there are striking differences among countries when it comes to
29、 the executive experience of newly appointed directors,particularly in the wide range of the share of appointments that went to directors with CEO experience:from 57%in the Netherlands to 17%in Portugal.Executive experience of new appointees(%)CEO,CFO,and other C-suite experience of new appointees,b
30、y country(%)CEODivision president/CEOCFORegional president/CEOCOOChief marketing officerChief of staffChief commercial officerChief strategy officerChief technology officer2223158918338Countries with the lowest share of executive experience(%)Countries with the highest share of executive experience(
31、%)PortugalSpainPoland171921PortugalPolandItaly078NetherlandsIrelandFinland575650SwedenSwitzerlandBelgium282426BelgiumGermanyIreland91313NetherlandsSpainSweden302424CEO experienceCFO experienceOther C-suite experienceHEIDRICK&STRUGGLES9 When it comes to other areas of expertise,in Europe overall,the
32、share of seats going to directors with cybersecurity and sustainability executive skill sets has remained unchanged since 2020:5%for cybersecurity and 10%for sustainability.This year we looked at whether incoming directors had experience specifically on a boards sustainability committee:19%of seats
33、in 2022 went to these directors;this is a lower share than that in the United States,where 25%of directors had sustainability committee experience,or the United Kingdom,where the figure was 31%.To some extent,this is surprising,because EU countries have stronger sustainability disclosure requirement
34、s compared to the other countries.However,its worth keeping in mind that there are significant differences among countries.The highest share of seats going to directors with executive sustainability experience was in Norway,at 46%,and the lowest share was in Germany,at 2%.When it comes to sustainabi
35、lity board committee experience,the figures range from 42%in Italy to 6%in Norway.Other experience trends(%)Sustainability committee experience(%)Executive sustainability experienceCybersecurity experience10519%OverallBOARD MONITOR EUROPE 202310 Overall,most sectors struck a good balance between app
36、ointing directors with experience in the companys sector and those with cross-industry acumen.Technology and telecoms companies appointed the most balanced group,while consumer and industrial companies showed the strongest preference for same-sector experience.Industry experience,by board industry(%
37、)ConsumerTechnology and telecomsIndustrialOverallFinancial servicesHealthcare and life sciencesBusiness services2318151523Consumer6522383145Financial services286124253233Industrial4036202535553836Healthcare and life sciences731111108714Technology and telecoms184612OtherDirector career ind
38、ustry experienceBoard industry6832Cross-industry experience(%)ConsumerFinancial services Technology&servicesHealthcare&life sciencesIndustrialBy board industryOverall3842162232YesYesNoNo6258847868HEIDRICK&STRUGGLES11 Progress on diversityGender diversity trends The new EU regulation that requires it
39、s member countries to set a 40%quota for underrepresented genders by 2026 has spurred many companies into action:the share of seats going to women increased from 44%in 2021 to 49%in 2022.Share of women director appointments,20212022(%)202120224449BOARD MONITOR EUROPE 202312 In 9 out of 14 countries,
40、50%or more of the newly filled seats went to women,and we saw increases in 9 countries compared to the prior year.Portugal,Belgium,and Denmark had the highest shares of seats going to women,while Poland had the lowest,at 25%.However,there are marked differences across sectors.There were significant
41、increases in seats going to women at healthcare and life sciences and consumer companies(which were lagging behind in 2021),while the share of seats going to women decreased from the prior year in technology and telecoms companies.54355550424868414442Gender representation of new appointments,by indu
42、stry(%women)OverallBusiness ServicesConsumerFinancial servicesTechnology&servicesHealthcare&life sciences Industrial20212022N/A+19pp+27pp+21pp8pp+9pp+8pp+14pp+7pp3pp+6pp+20pp6pp13pp+4pp+27pp6pp494450BelgiumDenmarkFinlandFranceGermanyIrelandItalyNetherlandsNorwayPolandPortugalSpainSwedenSwitzerland60
43、6034524356535244256760395020212022Notable changes33394243354246553847665246Gender representation of new appointments,by country(%women)Not trackedHEIDRICK&STRUGGLES13 BelgiumDenmarkFinlandFranceGermanyIrelandItalyNetherlandsNorwayPolandPortugalSpainSwedenSwitzerland3938354429294036382032373732102102
44、807882400682073326057513617Total number of companiesAverage share women on boards(%)Share of companies with more than 50%women on the board(%)Share of companies with more than 40%women on the board(%)Share of companies with more than 30%women on the board(%)Share of companies with no wome
45、n on the board(%)Women on boards:Full board breakdown2024254089304025252078495673806870000021300800000We also looked at the gender balance on the full boards(rather than only 2022 appointments)of the companies in our study to understand how each country is faring against the 40
46、%quota that EU countries need to fill by July 2026.France is the only country where women make up more than 40%of boards members;83%of CAC 40 companies have reached the 40%bar.Italy has reached the 40%target,but with 73%of FTSE MIB companies achieving the required target.On the other end of the spec
47、trum,in Poland,only 20%of seats are held by women and only 5%of companies have 40%or more women on their boards.BOARD MONITOR EUROPE 202314 Nationality trendsOverall,56%of the new director seats in 2022 went to directors who are nationals of the country where the company is headquartered,while 41%of
48、 seats went to non-nationals.This is similar overall to 2021,but the share of seats that went to non-nationals increased in 9 out of the 13 countries we have been tracking.The highest shares of seats going to non-national directors were in Switzerland,Denmark,and Ireland,while the lowest shares were
49、 in Poland and Spain.The majority of non-nationals are European,with only 7%coming from the United States and Canada,4%from Asia,1%from Middle East,and 1%from Latin America.NationalNon-national NordicsAmerican or CanadianWestern EuropeanSouthern EuropeanGermany,Austria,and SwitzerlandBelgium and Lux
50、embourgEast AsianLatin AmericanSoutheast AsianEastern EuropeanMiddle EasternAfricanSouth AsianAustralian or New ZealanderN/A56418 7 7543311110003Share of non-nationals,by country(%)Nationality breakdown,2022 appointments385350505760323327334956273462487070453988BelgiumDenmarkFinlandFrance
51、GermanyIrelandItalyNetherlandsNorwayPolandPortugalSpainSwedenSwitzerland20212022Not trackedHEIDRICK&STRUGGLES15 Age diversity trendsThe average age of new directors on boards is 56,compared to 57 in 2021.As a whole,European boards saw an increase in the share of seats going to directors under 50:24%
52、in 2022,compared to 16%in 2021.The average age among countries varies from 58 in Spain to 50 in Poland.The youngest director,32 years old,was appointed in France,while the oldest appointee was 81 at the time of joining a Dutch board.Average age of new appointments,2021 vs.202220212022Age distributio
53、n,2021 vs.2022(%)202120225756Under 40294044.9564549.91095054.923185559.926256064.924216569.98870 or older43BOARD MONITOR EUROPE 202316 Looking forward The greatest challenge ahead for European boards is to make sure they comprise the expertise and capabilities that will enable them to successfully l
54、ead companies in the context of socioeconomic volatility that shows no signs of subsiding.More than ever,they must balance pressures from stakeholders to step up their role in society while managing concerns from investors about returns.As the board agenda becomes more complex,we have seen that boar
55、ds have increased the time they are spending in meetings.They are creating additional board committees to focus on issues such as investment,deals,and sustainability.And,across European markets,the search for new directors continues to become more systematic and thorough.Across European markets,the
56、search for new directors continues to become more systematic and thorough.HEIDRICK&STRUGGLES17 So,what are best-in-class boards doing?They are:Actively seeking new directors whose backgrounds combine a mix of traditional expertise(such as CEO or CFO)with knowledge that is newer on boards skills matr
57、ix,such as digital,sustainability,or cybersecurity,or who are from different industries.While boards will always require directors with broad executive experience,those who will be able to participate in all decision making,its important that new directors also bring in newer areas of expertise.Bols
58、tering the sustainability acumen on boards.With the new Corporate Sustainability Reporting Directive coming into force,boards will have to invest more time and effort into making sure their companies are clear on what their targets and road maps are.While it arguably might be more difficult to find
59、non-executive directors with executive sustainability acumen,boards can broaden their search to directors with sustainability board committee experience where possible.Our recent research and client conversations highlight that,aside from bringing on directors with sustainability experience,its crit
60、ical that boards set up a formal education plan to ensure all board members have the information necessary to support their companies sustainability goals.Staying tightly focused on diversity beyond gender,including racial and ethnic representation.Best-in-class boards are building their networks an
61、d improving their outreach to potential directors of diverse ethnicities,and ideally including a wide range of demographic groups that are representative of their customer base and communities.Beyond gender and ethnicity,this could also include people representing nationalities beyond other European
62、 countries,people from varied socioeconomic backgrounds,the LGBTQ+community,and people with visible and invisible disabilities.Bringing younger directors onto boards.This year showed a welcome increase in the share of seats going to non-executive directors under 50.Best-in-class boards understand th
63、e advantages of perspectives brought in by executives who are in earlier stages of their careers and are,in many cases,closer to the intricacies of some of the newer issues boards need to address.Seeking new members who have the ability to take on a leadership role,either that of a chair,senior inde
64、pendent director,or committee leader.At many companies across Europe,the role of the chair in particular has evolved significantly over the past 5 to 10 years,becoming more complex and,in many cases,more externally focused.This means that leadership capabilities have become an important dimension of
65、 the board skills matrix.Thinking of succession planning as an ongoing exercise rather than an exercise undertaken in reaction to an annual deadline.This is a more strategic approach to succession that requires boards to not only assess whether they have the required capabilities as a team to succes
66、sfully guide their companies but also to consider a range of potential future scenarios and their implications for board composition.BOARD MONITOR EUROPE 202318 CEO&Board of DirectorsPracticeHeidrick&Struggles CEO&Board of Directors Practice has been built on our ability to execute top-level assignm
67、ents and counsel CEOs and board members on the complex issues directly affecting their businesses.We pride ourselves on being our clients most trusted advisor and offer an integrated suite of services to help manage these challenges and their leadership assets.This ranges from the acquisition of tal
68、ent through executive search to providing counsel in areas that include succession planning,executive and board assessment,and board effectiveness reviews.Our CEO&Board Practice leverages our most accomplished search and leadership consulting professionals globally who understand the ever-transformi
69、ng nature of leadership.This expertise,combined with in-depth industry,sector,and regional knowledge;differentiated research capabilities;and intellectual capital,enables us to provide sound global coverage for our clients.Leaders of Heidrick&Struggles CEO&Board PracticeBonnie Gwin New YCarlos Vazqu
70、ez Mexico CLyndon A.Taylor CJeffrey Sanders New YNancie Lataille TPaulo Mendes Sao PAlice Breeden London Kit Bingham London Marion Fengler-Veith Zurich Imke Lampe Amsterdam Nicolas von Rosty Munich Sylvain Dhenin Paris Marie-Hlne De Coster Benelux Patrik Hammar Stockholm Veronique Parkin Johannesbur
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