FT–ICSA Boardroom Bellwether survey

The FT–ICSA Boardroom Bellwether is a twice-yearly survey of FTSE 350 companies that seeks to gauge the sentiment inside UK boardrooms. It canvasses the views of their company secretaries to find out how boards are responding to the challenges of the economy, market conditions and the wider business and governance environment.

Questions cover a range of business concerns, topical issues and specific governance concerns to provide unique insight into what British boards are thinking. Some questions change from survey to survey, but the core remains the same to reveal trends and shifts in opinion.

Use the tabs below to explore the key findings of the most recent FT–ICSA Boardroom Bellwether Survey, published in May 2016.

Business environment

Boards continue to be pessimistic about growth prospects in the UK and overseas. The UK position is particularly bleak with only 13% of respondents predicting any improvement in economic conditions, a significant drop from the 40% predicted in December 2015 and an even bigger drop compared with 74% in July 2015.

Changes to assumptions about capital expenditure are less marked and slightly more positive. Nearly half of the companies that responded are making no changes to their plans to expand during the next twelve months and a quarter anticipate an increase. 

Uncertainty over the outcome of the EU referendum may be partly responsible for the gloomy economic outlook in the UK, but generally boards do not appear to be overly concerned about a possible exit. Respondents from the FTSE 100 seem to regard EU membership more favourably than the FTSE 250. Over half (55%) of FTSE 100 companies feel that EU membership has a positive impact on their business, compared with 24% of the 250. Overall, 43% of respondents said that a UK exit would be damaging to their business – just over half the 70% who thought it would be a few months ago. With the referendum now only one month away, companies may shift their view as they confront the reality of a leave result.  

Composition

The ambition to improve board diversity continues to concentrate minds but our results have stayed fairly consistent over the past two years with around two-thirds of boards reporting themselves as diverse. Progress is still being made in the drive to improve gender balance, albeit slowly, and geographical, educational and ethnic diversity are all marginally on the increase, but if significant progress is to be made it will be necessary to expand the talent pool further.

Board composition and succession planning are major considerations for any board and a transparent long-term succession plan should be a governance priority for companies to help build trust and enable effective board performance. We have been saying for some time that nomination committees should take a much more proactive role in planning the future composition of the board. Recent research that we carried out with EY would seem to indicate that this is now the case.

Risk

With increased focus from regulators on risk and transparency in the years since the financial crisis, boards are being forced to become more actively involved in risk management and nearly all boards receive regular updates from a chief risk officer. 

Cyber risk is rated as the main operational risk (82%), followed by reputational risk (70%) and social media risk (66%). Interestingly political risk, which could have included Brexit, was rated lowest at 42%. As cyber security is seen as the main risk, 70% of companies have assessed the vulnerability of their information assets and over half (57%) have discussed the Government’s 'Ten Steps' guidance, although about a third of these have not acted upon it. There is much less take up (28%) of the government’s Cyber Essentials scheme which would seem counterintuitive given that 82% of companies believe their exposure to cyber risk is increasing.

Culture

It is acknowledged that a rules-based approach will not, of itself, bring about healthy corporate behaviour and it is encouraging to see an increase in the number of companies addressing culture and behaviour, particularly on the board (82% as opposed to 63% in December 2015). Most companies have a statement of ethics and values, but it was disappointing to find that companies are taking a rather formulaic approach to building public trust. More thought needs to be given to how public trust can be regained and ICSA believes positive culture and ethics are key to this.

Past surveys have regularly asked about the extent of companies’ engagement with investors. This time we asked for views about the quality of engagement with companies by investors. Opinion was positive, with 75% of respondents stating that the quality of engagement was good or excellent. Nevertheless, there is a lot of work to be done to understand engagement issues better and ICSA will be working with the Financial Reporting Council, the Investment Association and the Pensions and Lifetime Saving Association later in the year to get a more detailed understanding of the issues and how they may be resolved.

Negative attitudes to proxy advisers are fairly entrenched, with the majority of responses rating them as much more negative than positive (46% compared to 3%). There does seem to be some softening however with 46% rating their influence as neutral, up from 37% in December 2015 and 23% in July 2015.

Features

Coverage of the survey's findings:

 

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