Insights

US vs. UK Boards: Key Similarities and Differences

Kira Ciccarelli

US vs. UK Boards: Key Similarities and Differences 

Listen to Episode 73 on Apple Podcasts

 

Guest: Joe Hurd, Former executive, Facebook and Gannet, Current Non-executive director, Trustpilot Group plc and NASDAQ-listed SPAC, SilverBox Engaged Merger Corp I

Hosts: Dottie Schindlinger, Executive Director of the Diligent Institute, and Meghan Day, Senior Director of Board Member Experience for Diligent Corporation

In this episode:

  1. An Unexpected Boardroom Journey: Hurd gives us an account of how his career as a director began.
  2. A Deep-Dive into the UK Corporate Governance Landscape: Hurd shares his views on how UK corporate governance is evolving whiles drawing similarities to the United States.
  3. Insights on Executive Compensation: We conclude the conversation with Hurd giving us his take on director and executive compensation in the US and UK.

Summary 

In this episode of The Corporate Director Podcast, hear from Joe Hurd, former technology executive for companies like Facebook and Gannett, and experienced public company director, discuss the key similarities and differences between boards in the United States versus boards in the United Kingdom. 

An Unexpected Boardroom Journey 

Hurd starts with a discussion of his career and background: “After graduating law school and clerking in Boston, I started my legal career at a global London-based law firm, where I spent a total of 5 years. Throughout my career, I’ve tried to help people wherever possible and offer others advice and guidance.”

He goes on to provide an example: “One of the executives that I helped with some introductions in the Valley was a London-based technology executive named Faisal Galaria. Over time, as his career progressed, he became the CSO of a UK IPO company called GoCompare. They were putting together a board for the IPO and were looking for digital/technology transformation expertise He put my name in, and I got a call out of the blue in October 2017. At the time, I wasn’t expecting it and hadn’t considered board service at that point in my career. Sir Peter John Wood was the majority shareholder and Board Chair - he invited me over and we hit it off.”

“Sir Peter John Wood realized there was value in true diversity in the boardroom.  I was as different from him as could possibly be in age, race, net wealth, politics, citizenship, sector focus.  He took a gamble on me and for that I am grateful”.- Joe Hurd, Non-executive director, Trustpilot Group plc and NASDAQ-listed SPAC, SilverBox Engaged Merger Corp I

UK Corporate governance landscape

Given his extensive career background in the US and UK, Hurd discussed some of the similarities and differences in two regions when it comes to governance: “Corporate governance in the UK follows a stakeholder model. It aims to promote the success of a company for the benefit of its members as a whole, taking into account the interests of all stakeholders first as opposed to the historically more shareholder-first model in the US. So, you have more responsibilities placed on directors - it’s not solely about driving the bottom line. There is the need to think about wider impact on society, business relationships, employees, now the environment.”

Hurd then discusses more structural differences: “Compared to the US, the UK has a clearer separation between Chair and CEO positions as well as clearer division of those responsibilities. The logic is that separate structure allows for greater independent challenge and ensures continuity if either party leaves the company. UK boards also tend to have more frequent meetings at about 5-8 meetings per year compared to 4-5 in the US. Another big difference is that UK directors do not receive equity compensation and are only compensated with cash.”

Talking about similarities, Hurd says, “The role of the director is the same – they exercise independent judgment, constructive challenge, strategic guidance, and offer specialist advice and hold management accountable. Both countries also have similar committee structures: Audit, Nomination, Remuneration. The fiduciary duties are the same; there is the duty of care and loyalty and directors are cautioned to avoid conflicts of interest.”

Hurd shares his opinion on some of the biggest governance topics in the UK now: “The impacts of the COVID-19 pandemic and questions around re-opening offices loom large, as they do globally. Companies are expected to balance interests of employees with needs of the business while rethinking the nature of a physical office.  Employees, Regulators and Governments that have discovered a newfound voice during the pandemic, being more forceful in company operations. The following topics are also in UK Boardrooms now more than ever:

  • Fraud risk - proactive vs reactive approaches to assessing risk
  • Cyber risk - ransomware and double extortion - the threat to leak the info before encrypting the data
  • Diversity & Inclusion at board, management and employee level - including targets, metrics and how frequently to monitor going forward
  • Stakeholder and employee activism

Interestingly, Hurd now believes the UK shares a common focus with the US when it comes to the prevalence of ESG reporting: “Whether it is TCFD-type reporting or otherwise, investors are allocating massive amounts of capital towards companies who are reporting in an authentic, transparent, and accountable manner. The UK TCFD regime is a big step in that direction.”

Insights on Executive Compensation

Hurd expands on his earlier point on how Non-executive directors are compensated in the United Kingdom, “Directors are mainly compensated by salary only ranging from 40,000 to 100,000 pounds depending on the size of the company. Board chairs and committee chairs could be paid more given the workload which is quite like the United States. Chairs usually get a 5,000-10,000 stipend and could be paid monthly. The biggest difference is the lack of share-based compensation which is frowned upon by Provision 34 of the 2018 Corporate Governance Code which states that ‘Remuneration for all non-executive directors should not include share options or other performance-related elements.’”

“Only about 5% of FTSE 250 companies pay fees in shares or encourage non-executive directors to purchase shares with their fees. The logic is that independent means independent - directors should make decisions in the company’s best interest, not with a view towards boosting the share price and increasing their compensation”-  Joe Hurd, Non-executive director, Trustpilot Group plc and NASDAQ-listed SPAC, SilverBox Engaged Merger Corp I.

Also in this episode…

Hurd gives his prediction for what will be the biggest difference between boardrooms today and ten years from now: “There will be Increased stakeholder influence, particularly by the workforce, and we can expect boardrooms to be younger and more diverse.”

Resources from this episode:

 

 

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Kira Ciccarelli
Kira Ciccarelli is the Lead Researcher at the Diligent Institute. Diligent Institute is the modern governance think tank and research arm of Diligent Corporation, the leading provider in board collaboration software. In her role, Kira works to conduct and provide high-level modern governance research to inform director decision-making and identify best practices.