Meetings
Boards held an average of 8.9 meetings in the period under review, of which an average of 7.7 were scheduled,
slightly fewer than the eight recorded in 2022.
46 companies disclosed that they held unscheduled meetings. The average number of ad hoc meetings among those
companies that reported on them has fallen significantly since the height of the Covid crisis, dropping to 4.2
in 2023 from 4.7 in 2022 and 6.9 in 2021. Nevertheless, the incidence of ad hoc meetings remains higher than the
3.6 recorded pre-pandemic.
Ad hoc meetings distribution
| Number of meetings |
Occurrence |
| 1-3 |
25 |
| 4-6 |
12 |
| 7-9 |
6 |
| 10-20 |
3 |
| Non-disclosed |
104 |
External commitments
62% of non-executive board members have additional listed company board commitments, and 31% of non-executive
directors balance their board responsibilities with executive positions elsewhere.
Chairs hold a total of 1.9 external listed company board mandates on average. 13 chairs have two chair mandates
within the 150 FTSE companies featured in this Board Index. 29 chairs have a total of three or more listed
company
directorships.
Only 27% of CEOs in the top 150 FTSE companies sit on an outside board, down from 31% in 2021 and 35% in 2022.
26% of CFOs sit on an outside board, the same as in 2022.
Our perspective — Overboarding
Directors must commit significant time if they are to perform their board roles effectively, especially given the
increasing responsibilities and scrutiny that listed company boards face today. The 2018 UK Corporate Governance
Code does not specify the maximum number of boards a director should take on, but investors and proxy advisers
are increasingly focused on ensuring that directors do not over-extend their responsibilities. Several leading
investors have their own points systems to flag when directors are “overboarded”.
Points systems are not necessarily a good reflection of how busy people are or how much capacity they actually
have — they can ignore private company and not-for-profit board commitments that can take up just as much time
and effort as a listed board. They also do not take into account how much time a portfolio candidate is planning to
spend working.
Nominations committees are, however, increasingly cautious about hiring non-executive directors
who are super busy with full portfolios. They want to understand exactly how much time a candidate will have
available for the specific role they are being hired for. On the one hand they are keen to avoid investors voting against
any of their directors on the grounds of overboarding, and on the other they value the experience and perspectives
of those who sit on multiple boards.
Chairs are themselves being closely scrutinised for overboarding, given the all-encompassing nature of the role.
Investors allocate two points to the role, yet it is far more than twice as taxing as a non-executive
directorship, which carries one. Nevertheless, 13 chairs in our sample now chair the boards of two FTSE 150 companies.
The drop in the number of CEOs sitting on an outside board (down to 27% from 35% in 2022), suggests that for
some, the scale, scope and pace of issues facing UK businesses are starting to take a toll, leaving insufficient time
to do justice to an external board role. What's more, recently appointed CEOs are unlikely to take on an outside
directorship until they have their feet under the table. In some instances, chairs have refused permission for
them to do so.
Board evaluation
The current UK Corporate Governance Code recommends that an external independent board evaluation should be
conducted every three years. 99% of companies disclosed that they conducted an annual board evaluation during the period
under review (up from 95% in 2022). 41% (61) of them ran an externally facilitated review, down from 49% (74) in 2022.
18% of boards conducted an internal evaluation overseen by the chair but facilitated by an external partner.