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How Britain's Eight All-Male Boards Stay That Way

How Britain's Eight Remaining All-Male Boards Stay That Way

(Bloomberg) -- Among the U.K.’s 350 biggest companies, the overwhelming majority have broken the gender barriers in their boardrooms. Eight have not, and while they span industries, many share a common characteristic: majority investors who are satisfied with the status quo.

“Shareholders and advisers have not made specific recommendations to this regard to date,” said Charlie Geller, an external spokesman for logistics company Stobart Group Ltd., which has a five-member all-male board. There are women “on the shortlist,” he said, to replace John Garbutt, a non-executive director who said on Feb. 2 he was not seeking re-election.

Stobart’s biggest shareholders, Invesco and Woodford Investment Management, say they have policies to support diversity but declined to comment about the specifics of Stobart. At the company’s 2017 investor meeting, every resolution passed with at least 89 percent approval.

U.K. companies have been under pressure to add women directors since a 2011 independent review into the gender balance in the boardrooms of the nation’s top 350 companies. At the time, 43 percent were governed by entirely male boards.

How Britain's Eight All-Male Boards Stay That Way

“Some companies just don’t seem to be taking this seriously. Where have they been these last few years?” said Denise Wilson, chief executive officer of the Hampton Alexander Review, the government-backed group that’s championing more women on boards.

The single female director on the board of retailer Sports Direct International Plc resigned in May. “We are mindful of the value of female representation on the board, and we intend to address this issue in due course,” the company said. Founder and CEO Mike Ashley controls 65 percent of the company and has often opposed initiatives proposed by independent shareholders.

‘Fully Compliant’

For Daejan Holdings Plc, a property group controlled by an Orthodox Jewish family, cultural mores make gender diversity a challenge. But company secretary Mark Jenner said nothing’s impossible. “We’re fully compliant on all issues other than gender and we would not rule out appointing a woman if a suitable opening came along,” Jenner said.

Most companies have been listening, often after pressure from investors. Last week gold mining giant Centamin Plc added Alison Baker, a former audit partner at PwC and Ernst & Young, as an independent director, ending the group’s all-male board status.

BlackRock, its largest shareholder, had voted against the re-election of three male directors at Centamin’s latest annual meeting. The firm declined to comment on the vote or on Centamin specifically, but BlackRock Chairman Larry Fink has warned companies that a lack of diversity could have a negative effect on performance.

Following conversations with shareholder Standard Life Aberdeen, media group Euromoney Institutional Investor Plc has appointed three women to its board in as many months.

Other companies say they’re trying. A spokesman for PureCircle Ltd., the maker of a plant-based sweetener, called adding one or more women to its board a “high priority.” A TBC Bank Group Plc spokesman said the board of the Georgian lender is “satisfied with the level of diversity, relevant skills and expertise of its members. Going forward it intends to add female members to the board.”

Vietnam Enterprise Investments Ltd., whose largest investor is the Bill and Melinda Gates Foundation, has had women on its board in the past, but they left after two funds merged. The company said it’s restructuring its board to "ensure active succession planning along with a broader and more equitable gender representation among its directors.”

Herald Investment

At Herald Investment Trust Plc, started by fund manager Katie Potts, there is little pressure for change. “I’m not aware of anybody putting us under any pressure,” Potts said, adding that wealth manager Rathbone has the largest stake, with around 12 percent.

Even as some of the laggards move in the direction of diversity, there can be new joiners to the all-male club.

In October, TI Fluid Systems Plc floated on the London market, making it the eighth company with an all-male board. The offering raised 400 million pounds and the company quickly entered the FTSE 250. Its largest shareholder is Bain Capital, at 65 percent.

“In today’s age it’s disappointing that companies are still coming to the market without boardroom diversity,” says Stephen Beer, vice chairman of the Church Investors Group. This week the group told FTSE 350 companies it would vote against the re-election of nomination committee chairs where a board had less than 33 percent women.

Both Bain and TI Fluid, through an external press adviser, declined to comment. Bain, which says on its website that gender diversity is a strategic priority, does not say whether it screens for diversity when it invests in a company.

It is not unheard of for U.K. companies to go public with all-male boards, often making the argument that their boards are a small circle drawn from their private-equity backers. Worldpay Group Ltd., Softcat Plc and ConvaTec Group Plc all went to market with all-male boards, adding women to their boards either shortly before or after floating their shares.

--With assistance from Thomas Seal

To contact the reporter on this story: David Hellier in London at dhellier@bloomberg.net.

To contact the editors responsible for this story: Aaron Kirchfeld at akirchfeld@bloomberg.net, Janet Paskin, Eric Pfanner

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