‘You must be Miss Hope, the governess I’ve come to meet’ said the apparition, in a tone that admitted of very little argument. ‘Very well, if I must, I must’ said Lady Carlotta to herself, with dangerous meekness. Munro (1914)
‘You must write a book about this’ said Charles, smiling benignly over breakfast – not at all like an apparition. For the last 15 years, as part of my consulting work in strategy and search, I have run a Sector Dialogue Process, working quietly behind the scenes to improve communication, trust and understanding between industrialists, analysts and investors, guided by a distinguished Steering Group. In 2001 Paul Myners, who had previously been a member of our Steering Group, came in to lunch and said that he was getting increasingly interested in the relationship between investors and nonexecutive directors (NEDs). This seemed an excellent project for the Sector Dialogue work, and my colleagues and I spent the first six months asking around to try to understand what the issues were and what, if anything, it would be useful for us to do about it. We concluded we could take two useful initiatives:
1. It became clear that there was very little real contact between chairmen and the top-management of major investors. So we started a series of investor/chairmen dinners, where the head (CEO, CIO,Chairman or occasionally Vice-Chairman) of a major investor would meet with two to six chairmen for an informal dinner discussion of some of thekey issues.
2. There was concern about finding the next generation of NEDs and chairmen, so we initiated the NEDX Process, whereby chairmen of a number of major UK companies have retained us to find suitable NED roles for some of their best people, who are currently on, or just below, their own main Boards. This entailed arranging a series of masterclasses where we brought together a few of these nominees with a leading chairman, an experienced NED and a representative of a leading investor for a frank discussion of the realities of the NED role – what chairmen want, what investors expect, what it’s really like serving as an NED.
All of these discussions were written up, sanitized, sent to the participants as a draft for checking and then, with the corrections incorporated, they were ready for aggregated circulation. We explained that people would only be identified as Chairman, Director, Investor or Other and that notes would be aggregated with at least three others. After three years of this, there is a lot of material (about 220 pages of comments) but, more importantly, a fair amount of understanding about what the issues are. Hence, when I went to brief Charles …
This book is structured in four parts – if I could say four movements without sounding pretentious I would – each has a rather different voice and purpose, but I hope they form a coherent whole. In Three Pivotal Issues I try to set the scene and indicate three key issues about the relationships between investors and directors. In Seven Pillars I look at three companies (BP, Vodafone and Tate & Lyle) and three leading investors (Barclays Global Investors, Fidelity and UBS Global Asset Management) to see how each of them addresses these three issues and we then have an extended case study in terms of the investor engagement that led to major changes at Royal Dutch Shell: the first time many of the key players have talked on the record about this. In Notes of Experience the authorial voice is silent as I seek to share most of the comments that were made by the chairmen, investors, directors and others. Finally in Unscientific Postscript I offer some suggestions to the various constituencies.