Board and CEO Advisory Partners

IBEX 35 - Corporate Governance Study 2019

 



​Summary

In 2019, Russell Reynolds Associates undertook an analysis of the corporate governance of the IBEX 35 companies. In this study, we have analyzed "best practices," looking at how IBEX 35 companies compare against the Good Governance Code recommendations of the Spanish regulator Comisión Nacional del Mercado de Valores (CNMV).

Key Insights

New Directors

Throughout 2018, 74 new directors were appointed to IBEX 35 companies, with 84 percent of them having experience as chairperson and/or as CEO. In addition, 31 percent have worked for the government; only 9 percent have experience with digital technologies and business models.

Directors' Age

The average age of IBEX 35 directors is 62 years, although female board members tend to be considerably younger, with an average age of 57.3 years. The progressively international origin of female directors has also contributed to a slightly higher average age: 59 years.

Directors' Background

A significant majority of the executive experience of the board members comes from the financial services sector (22 percent), followed by the public and industrial sectors. Additionally, more than half of the directors have experience as chairmen (55 percent) or CEOs (49 percent) of listed or unlisted companies.

Board Composition

Six percent of directors sit on multiple IBEX 35 boards simultaneously. Only seven IBEX 35 companies do not share any of their directors with another company in the index.

Independence

The average proportion of independent directors in the IBEX 35 (52 percent) exceeds the CNMV recommendation, which calls for between a third and a half of the board members to be independent. There is a trend to appoint a lead independent director even if it is not required by regulation. We found that 28 out of the 35 companies have one on their board, even if the chairman and CEO roles are split.

Diversity Representation

The CNMV requires that female directors comprise at least 30 percent of a board's members by 2020. Our analysis highlighted the necessity for IBEX 35 companies to focus on increasing female presence on their boards, which is currently at an average of 23 percent.

In addition to the lack of female presence, we found that it is also uncommon for women to sit on the board and on the executive committee of the same IBEX 35 company. Four IBEX 35 companies currently have no women at all on their executive committee, and there are only two female chief executives among all IBEX 35 companies.

Share of International Board Members

International directors currently represent 22 percent of IBEX 35 board members, indicating a slight improvement over the past year (up from 20 percent). The rest of Europe continues to be the main source of international talent for Spanish boards.

Digital Expertise

Digital experience continues to be underrepresented on IBEX 35 boards. With only 7 percent of the directors of IBEX 35 companies possessing digital expertise, it is evident that gaining these necessary skills is a challenge for companies. Surprisingly, only two companies have created a board committee dedicated to digital, innovation, technology or cybersecurity. This could underscore a lack of relevant experience, as well as a failure to prioritize these topics.

AUTHOR

Ramón Gómez de Olea is a senior member of Russell Reynolds Associates' Board and CEO Advisory Partners and Leadership and Succession Practice. He also leads the firm's operations in Spain, which include offices in Madrid and Barcelona.

 

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