1、Board MonitorBrazil 2022In 2021,B3 companies frequently appointed directors with human resources backgrounds,with a strong mandate to improve succession planning at both board and executive committee team levels.CEO&Board PracticeThanks to the following Heidrick&Struggles colleagues for their contri

2、butions to this report:Ana Paula ChagasSo PauloMarcos MacedoSo PauloPaulo MendesLatin AmericaGabriela Rocha Latin AmericaAbout the reportThis report is part of Heidrick&Struggles longstanding study of trends in board composition in countries around the world.Produced by our CEO&Board Practice,these

3、reports track and analyze trends in nonexecutive director appointments to the boards of the largest companies in Australia(ASX 200),Belgium(BEL 20),Brazil(BOVESPA),Canada(TSX 60),Denmark(OMX Copenhagen 25),Finland(OMX Helsinki 25),France(CAC 40),Germany(DAX and MDAX),Hong Kong(Hang Seng),Ireland(ISE

4、Q),Italy(FTSE MIB),Kenya(Nairobi Securities Exchange Top 60),Mexico(BMV IPC),the Netherlands(AEX),New Zealand(NZX 10),Norway(OBX),Portugal(PSI 20),Saudi Arabia(Tadawul),Singapore(STI 30),South Africa(JSE Top 40),Spain(IBEX 35),Sweden(OMX 30),Switzerland(SMI Expanded),the United Arab Emirates(ADX and

5、 DFM),the United Kingdom(FTSE 350),and the United States(Fortune 500).Information about executives is gathered from publicly available sources,BoardEx,and a Heidrick&Struggles proprietary database.Introduction4How are boards stepping up to meet the moment and prepare for an uncertain,and more demand

6、ing,future?9Progress in gender balance 13The terms of engagement between companies and the community at large have changed7Snapshot of 2021 findings6Looking forward16Welcome to Board Monitor Brazil 2022HEIDRICK&STRUGGLES3 IntroductionOver the past few years,people all over the world have experienced

7、 an unprecedented series of events that have fundamentally changed both our communities and our organizations,from the COVID-19 pandemic to racial and social justice movements,increased polarization,the sharpened focus on climate change,and recent geopolitical events such as the war in Ukraine.One o

8、utcome of these experiences has been a greater focus on purpose,both individual and organizational.Its undeniable that all these events,taken together,have changed the very nature of corporations license to operatethe fundamental contract between organizations and the communities within which they d

9、o business.Today,there is a very clear expectation that companies take a stand on social and political issues.There are enormous challenges in Brazil,starting with the negative impact of the COVID-19 pandemic on workforces,with many Brazilian companies experiencing higher attrition,high levels of st

10、ress and mental health issues,and a decrease in employees sense of belonging.And those concerns must be set in the context of high volatility in the global markets,a polarized local presidential election focused on extreme narratives,a weak economic outlook,projected investment drought,a limited tal

11、ent market,and the impact from war in Ukraine that is trickling down into the Brazilian market.All these challenges are increasing uncertainty and creating a riskier business environment.At the board level,we have seen many companies appointing directors with human resources backgrounds or experienc

12、e setting up people committees,with a strong mandate to improve succession planning at both board and executive committee team levels.This trend addresses the need to realign board competencies with the shift toward people and purpose.Boards now have a strong mandate to improve succession planning a

13、t both board and executive committee team level.This trend addresses the need to realign board competencies with the shift toward people and purposeBOARD MONITOR BRAZIL 20224 So,how did boards of B3 companies(Brazilian Stock Exchange)change their composition in 2021 to tackle these new expectations

14、and mitigate potential risks.In Brazil:While there has been progress in broadening the spectrum of experience around boardroom tables,each organization needs to make sure it is prepared not only for todays challenges but is anticipating what type of directors it will need to appoint in order to futu

15、re-proof itself.Companies need to be ready to discuss talent management and CEO succession plans across a spectrum of time horizons and scenarios,including the long-term or emergency succession of their top executives.982021There was an uptick in the number of new appointments in 2021:98,compared to

16、 73 in 2020.732020Key findingsThere was an increase the share of seats allocated to women:31%compared to 22%.However,the share of seats occupied by women on Brazilian boards remains small compared to boards of more mature capital markets.Companies are starting to add members with more expertise in p

17、eople,technology,digitization,innovation,cybersecurity,and ESG,and usually they are independent members.HEIDRICK&STRUGGLES5 New seats filledCurrent or former CFO experienceCurrent or former CEO experienceActive vs.retired executives(%)Gender balance(%)Average age98Snapshot of 2021 findings57.939%9%5

18、8694231RetiredWomenActiveMenFinancial risk/complianceInternational experienceSocial media/digitalCybersecuritySustainabilityDE&IOther previous experience(%)44309654Experience(%)First-time public board experience:Previous public board experience:4456C-level previous experience(%)CEOCFOCOODeputy CEOOt

19、her C-level experience(overall combined)9392230Nationality(%)National:Non-national:788Other:14 BOARD MONITOR BRAZIL 20226 Nice-to-haves are becoming mission critical for corporate governance Globally,there is a new license to operate,and,as a result,a new conception of the corporation is developing.

20、Sustainability,DE&I,wellness,and ethics used to be peripheral issues for companies,and the skills to approach them merely nice-to-haves built to create competitive advantage;today,thanks to increased pressure from a wide spectrum of stakeholders and increasing regulatory demands,they have become int

21、o table stakes.ESG and sustainability in particular are becoming a core business pillar and increasingly instrumental in corporate access to capital.In the case of Brazils large natural resources sector,these considerations are crucial to retaining companies license to operate.The entire planet is k

22、eeping an eye on the protection of the Amazonian forests;in December 2021,the Brazilian securities and exchange commission(CVM)published a new resolution that requires companies to disclose data related to climate risks starting in 2023.The terms of engagement between companies and the community at

23、large have changed ESG and sustainability in particular are becoming a core business pillar and increasingly instrumental in corporate access to capital.HEIDRICK&STRUGGLES7 These new expectations come with new risks and higher stakes There has been a shift in the nature of risks stemming from the ne

24、w stakeholders expectations outlined above in areas including the approach to talent,adoption of new technologies,direct and indirect sustainability impact,and the emergence of increasing accountabilities for leaders.New ways of working have become a tension between leadership teams and workforces.T

25、here are increasingly large and obvious discrepancies between what leaders want and what many employees are looking for:policies such as remote working,increased flexibility,or more equitable parental leave.There has been a definite change in the dynamics of the relationship between leaders and empl

26、oyees,with employees gaining a stronger voice.We see a tougher competition for talent,particularly in some businesses and functions such as technology,ESG,and investor relations.Companies are struggling to find the talent they need and are looking for different strategies to attract and retain them,

27、moving from traditional work engagements to making their companies more attractive to a more diverse talent pool,accessing on-demand talent,and overall taking a more fluid approach to their workforce.There is more pressure on corporate leadership to walk the talk.DE&I especially is a continuous work

28、 in progress,and fairness and equity are becoming central to its narrative:In Brazil,B3 has introduced a proposal that asks that,as of 2025,publicly traded companies have on their boards at least one woman and one other director from an underrepresented communityeither of an ethnicity other than whi

29、te(Black or multiracial),LGBTQIA+,or a person with a disability.More companies are making big bets on data analytics,AI,the metaverse,and tools to enhance productivity and process optimization,while cyberattacks are becoming increasingly sophisticated and difficult to deal with.There has been a defi

30、nite change in the dynamics of the relationship between leaders and employees,with employees gaining a stronger voice.BOARD MONITOR BRAZIL 20228 They are infusing some new perspectives 2021 was the year with the second highest number of IPOs on the B3 since 2007,with 45.In this context of change,B3

31、companies saw an uptick in director appointments in 2021:98,compared to 73 in 2020but still not matching the record 108 in 2019.The share of seats that went to directors who were active rather than retired continued to decline from the previous two years;at 58%,this is the lowest share of active dir

32、ectors since 2019.This could perhaps be an effort to bolster boards pool of executives who have managed multiple economic cycles.How are boards stepping up to meet the moment and prepare for an uncertain,and more demanding,future?Number of appointments,20192021 7320209820211082019Active vs.retired e

33、xecutives,20192021(%)2076258HEIDRICK&STRUGGLES9 The share of seats going to directors without previous public board experience held steady at 44%,after having more than doubled in 2020.First-time directors comprised a lower share of women:28%,compared to 33%of their more experienced peers

34、.First-time directors are less likely to have CEO or CFO backgrounds or international experience but bring more C-suite experience in other functions.Whats different between first-time directorsand their more experienced peers(%)Experienced public board directorsFirst-time public board directorsShar

35、e of seatsExperienceCEOCFOOther C-levelInternational experience DiversityWomenNon-nationalAverage age564544307352628955.7First-time public board experience,20192021(%)2004544BOARD MONITOR BRAZIL 202210 CEO and CFO experience of new directors,20192021(%)Professional experience T

36、here was a slight drop in the share of seats allocated to directors with CEO experience,39%in 2021 compared with 41%in 2020,and a significant drop in the share of directors with CFO experience,from 18%to 9%.CEO experienceCFO experience20062021Other areas of expertise,20202021(%

37、)Financial risk/complianceSocial media/digital716944SustainabilityCybersecurity66415Looking at other professional experience,we saw a steep increase in seats going to directors with financial risk and compliance experience,and significantly fewer seats going to those with sustainability,social media

38、 or digital,or cybersecurity expertise.This latter point suggests that many boards may be overlooking a couple of significant risks:with remote and hybrid working being the new normal and significant increases in cyberattacks,most companies realize how vulnerable they are.It is the responsibility of

39、 the board is to make sure that the executive team has a plan to deal with these risks and vulnerabilities,as well as to implement a wider risk-management framework.Similarly,with sustainability climbing on corporate agendas,boards are still quite slow in bolstering their sustainability acumen.HEIDR

40、ICK&STRUGGLES11 Distribution of industry experience,by board industry(%)Note:Numbers may not sum to 100%,because of rounding.ConsumerIndustrialHealthcare and life sciencesBusiness servicesFinancial servicesTechnologyOtherConsumerFinancial servicesHealthcare&life sciencesIndustrialTechnology&telecoms

41、8820438333231935Same-industry and cross-industry experience,2021 vs.2020(%)40OverallConsumer Financial servicesHealthcare&life sciencesIndustrialTechnology&telecomsOverallConsumerFinancial servicesHealthcare&life sciencesIndustrialTechnology&telecomsCross-industry ex

42、perience,by board industry6566507565336561N/AN/AN/A73620202021Same-industry experience,by board industry2020202775The share of seats going to directors with same-sector experience held steady compared to 2020,while the share of seats going to directors with cross-sector experie

43、nce increased.Most companies have brought on directors from a mix of sectors.613BOARD MONITOR BRAZIL 202212 Progress in gender balance Gender trends 2021 saw an improvement in the share of seats going to women,jumping from 22%to 31%.However,there are big disparities among sectors,with healthcare and

44、 life sciences and the consumer industry leading with 50%and 46%,respectively,while financial services saw only 22%of seats allocated to women.201920202021Gender trends,20192021(%)233428HEIDRICK&STRUGGLES13 4027On average,women appointed to boards in 2021 were much younger than the men and more ofte

45、n in an active executive role rather than retired.It is quite remarkable,in that context,that the women appointed directors in 2021 more often have had a CEO role,and it makes B3 companies an exception to the pattern established in the other countries we track,wherein CEO experience is much more pre

46、sent in the profiles of the board members that are men.Women bring more social media or digital,sustainability,and DE&I experience,while men bring significantly more financial risk and compliance and cybersecurity experience.How the profiles of men and women compare(%)MenWomenShare of seatsExperienc

47、eCEOCFOOther C-levelPrevious public boardFinancial risk/compliance Social media/digital Sustainability DE&ICybersecurityOther demographics Active executivesNationalsAverage age69383785976Gender balance of new appointments,by industry,2021(%)OverallConsumerFinancial servicesHealthcare&life

48、 sciencesIndustrialTechnology&telecoms7426505078226931MenWomen544676713775517BOARD MONITOR BRAZIL 202214 Age diversityThe average age of newly appointed directors in B3 companies in 2021 was 58,a one-year increase compared to the previous year.In 2021,57%of seats went to directors over 55

49、,and only 8%went to those under 45.Average age of new directors,200202021585757Age distribution of new directors(%)Under 454549.95054.95559.96064.96569.970 or older8Snapshot:Age trends(%)HEIDRICK&STRUGGLES15 Looking forward As the contract between companies and society is chang

50、ing,it is necessary for boards to be fit for purpose today and be able to manage future unexpectedyet inevitablecrises.Companies require a new,bolder type of leadership that is focused on organizational purpose,factors in the new demands from their workforce,and has“doing good while doing well”as a

51、mantra.Boards need to build agility to both deal with unexpected events and achieve a certain level of foresight,and to integrate fresh perspectives into their leadership that will complement the experience of more seasoned business leaders who have seen different economic cycles and crises unfoldin

52、g.In addition,leadership capabilities such as engaging on a purpose,empathy,and inclusion are taking equal importance to any areas of hard expertise.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

53、 CFO)with knowledge that is newer on boards skills matrix,such as digital,sustainability,or cybersecurity,or experience in different industries.Staying tightly focused on diversity beyond gender.Best-in-class boards are building their networks and improving their outreach to potential directors from

54、 diverse sets of experience,ages,genders,and ethnic backgrounds.The new rules that set goals for gender and ethnic diversity in Brazil added urgency to the companies that are in B3 or planning to join the index.Building cybersecurity expertise at board level.The increase of remote and hybrid working

55、 makes companies more vulnerable to cyberattacks.As these events carry major reputational risks,boards need to be able to support their companys ability to anticipate and respond to such attacks.BOARD MONITOR BRAZIL 202216 That said,there is no single prescription for board composition.Each company

56、is in a different stage of maturity,in different industries and locations,and pursuing unique strategies,and while some have weathered the past couple of years successfully,others have more to rebuild.Each board should ensure its refreshment strategy reflects the organizational purpose and goals for

57、 the long term and prioritize efforts to add fresh perspectives where they will make the most difference.Bolstering their sustainability acumen.The lack of progress in bringing more sustainability experience to boards is particularly concerning in a context where there is an increasing sense of urge

58、ncy in addressing sustainability in general and climate change in particular,and where there is a clear need to increase the level of fluency boards have on the topic:a survey Heidrick&Struggles conducted in collaboration with INSEAD found that that 85%of board members we surveyed believe that the l

59、evel of overall climate knowledge on their board needs to increase.1 Yet current board succession processes dont call for progress on this front,the survey shows:69%of board members said that climate change knowledge is not included in their boards competency matrix.Bringing younger directors onto b

60、oards.The median age of directors appointed over the past few years has been remarkably stable,and the average age of directors overall has increased slightly.Best-in-class boards understand the advantages of perspectives brought in by executives who are in earlier stages of their careers and are,in

61、 many cases,closer to the intricacies and consequences of some of the newer issues boards need to address,such as climate change.Seeking new members who have the ability to take on a leadership role,either that of a chair,senior independent director,or committee leader.The chair is central to determ

62、ining what skills,backgrounds,and expertise are needed on a board,as well as to shaping a board culture that ensures all directors,old and new,can contribute effectively.And,for all board leadership roles,nontraditional leadership capabilities come to the fore:boards should seek people who are good

63、listeners and relationship builders,who can lead through influence,and who can connect with the organizational purpose.2 This matters more than ever because its crucial,especially now,for chairs and directors to be able to collaborate across cultural and political differences as well as differences

64、in expertise and backgroundnot by ignoring those differences but by using them as assets to solve problems.Thinking of succession planning as an ongoing exercise rather than an exercise undertaken in reaction to an annual deadline.A significant part of this process is proactively cultivating potenti

65、al board members who can meet anticipated needs across different time horizons and strategic scenarios.This reduces risk and builds confidence that the organization will be led well whatever happens.Another important element is regularly assessing the performance of boards and board members to make

66、sure that the company has the most effective team around the tablewhich has been a growing concern among public companies,particularly those targeting the“Novo Mercado”listing.Creating a space for temporary seats at the table or bringing in voices from outside as a sounding board when voices beyond

67、those in the boardroom need to be heard.These range from ad hoc committees to observers,advisors,or shadow boards.HEIDRICK&STRUGGLES17 1 Changing the Climate in the Boardroom,Heidrick&Struggles and the INSEAD Corporate Governance Centre,.2 Alice Breeden and Bonnie W.Gwin,“The chair imperative:A new

68、mandate for leading in a new world,”Heidrick&Struggles,.CEO&Board PracticeHeidrick&Struggles CEO&Board Practice has been built on our ability to execute top-level assignments and counsel CEOs and board members on the complex issues directly affecting their businesses.We pride ourselves on being our

69、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 talent through executive search to providing counsel in areas that include succession planning,executive and board assessment,and boa

70、rd effectiveness reviews.Our CEO&Board Practice leverages our most accomplished search and leadership consulting professionals globally who understand the ever-transforming nature of leadership.This expertise,combined with in-depth industry,sector,and regional knowledge;differentiated research capab

71、ilities;and intellectual capital,enables us to provide sound global coverage for our clients.Leaders of Heidrick&Struggles CEO&Board PracticeBonnie Gwin New YLyndon A.Taylor CPaulo Mendes Latin America Jeffrey Sanders New YNancie Lataille TAlice Breeden London Kit Bingham London Lukasz Kiniewicz War

72、saw Tobias Petri Copenhagen Wolfgang Schmidt-Soelch Zurich Sylvain Dhenin Paris Marie-Hlne De Coster Benelux Imke Lampe Amsterdam Nicolas von Rosty Munich Luis Urbano Madrid Stafford Bagot Dublin Patrik Hammar Stockholm Veronique Parkin Johannesburg Tuomo Salonen Helsinki Flavio Zollo Milan Guy Farr

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