ECGS Survey: Composition and Remuneration of Boards … survey Board of Directors 2014.pdf · ECGS...

ECGS Survey:

Composition and Remuneration

of Boards of Directors

December 2014

A Partnership for Local Market Governance Expertise

© Expert Corporate Governance Service Ltd 2014

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The Expert Corporate Governance Service (ECGS) partnership was created in 2001.

ECGS helps institutional investors with global asset portfolios to understand the regulatory diversity in Europe by

providing corporate governance research and proxy voting advice based on local market expertise. Governance

structures and shareholder rights vary widely in different European or non-European markets according to law,

regulation and cultural traditions. Pursuing a consistent proxy voting or corporate governance engagement policy

across markets therefore can be challenging for global investors.

ECGS' mission is to provide fully independent corporate governance research to institutional investors and to

improve governance standards amongst companies in Europe and the rest of the world. ECGS provides harmonised

research and advice that reflects local circumstances. All research is undertaken by experts with in-depth knowledge

of the local norms and conditions.

ECGS recognises that a 'one size fits all' approach is inappropriate but that institutional investors support common

international standards. Our voting advice assesses companies against accepted international standards of best

practice such as OECD, ICGN and EU recommendations. The ECGS partnership model is unique in balancing local best

practice with international standards based on an assessment by the local market expert in light of our ECGS

Governance Principles for listed companies.

www.ecgs.com

Analyst: Natalia Ponkratova

Signatory of:


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PARTNERS

Australia

Sustainable Investment Research Institute (SIRIS)

Level 9, 99 William Street Melbourne Victoria 3000 Australia Tel: +61 3 8621 2000 Fax: +61 3 8621 2001 Email: [email protected] www.siris.com.au

France

Proxinvest

6, rue d'Uzès 75002 Paris France Tel: +33 1 45 51 50 43 Fax: +33 1 47 53 97 30 Email: [email protected] www.proxinvest.fr

Germany

Deutsche Schutzvereinigung für

Wertpapierbesitz e.V. (DSW) Peter-Müller-Straße 14 40468 Düsseldorf Germany Tel: +49 211 66 97 15 Fax: +49 211 66 97 70 Email: [email protected] www.dsw-info.de

Italy

Frontis Governance

Via Gela, 73 00182 Roma Italy Tel: +390664850804 Email: [email protected] www.frontisgovernance.com

United Kingdom

Manifest

9 Freebournes Court Newland Street Witham, Essex CM8 2BL United Kingdom Tel: +44 (0)1376 503500 Fax: +44 (0)1376 503550 Email: [email protected] www.manifest.co.uk

Netherlands

Shareholder Support

Molenberglaan 87 6416 EL Heerlen The Netherlands Tel +31 6 28 19 10 92 Email: [email protected] www.shareholdersupport.nl

Switzerland

Ethos

Place Cornavin 2 Case Postale CH-1211 Geneve 1 Tel +41 22 716 15 55 Fax +41 22 716 15 56 Email: [email protected] www.ethosfund.ch

mailto:[email protected]

http://www.siris.com.au/


http://www.proxinvest.fr/


http://www.dsw-info.de/


http://www.frontisgovernance.com/

http://www.manifest.co.uk/

http://www.shareholdersupport.nl/


http://www.ethosfund.ch/


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Contents

Introduction and Methodology ................................................................................................................... 7

1. Size of the European Boards of Directors ................................................................................................ 9

2. Structure of Boards of Directors ............................................................................................................ 11

3. Chairmanship of the Board of Directors ................................................................................................ 12

4. Independence of the Board of Directors ............................................................................................... 14

5. Board diversity ....................................................................................................................................... 21

6. Average seniority of Directors ............................................................................................................... 24

7. Attendance at Board meetings .............................................................................................................. 25

8. Non-Executive Directors’ fees ............................................................................................................... 27

Annex: List of covered companies ............................................................................................................. 28


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INTRODUCTION AND METHODOLOGY

This document is the 2014 edition of the Expert Corporate Governance Service survey on the European

largest companies’ Board of Directors composition and practices across Europe. In this survey, the term

“Board of Directors” designates the highest decision-making body and comprises supervisory Boards (in

case of a two-tier governance system) and unitary Boards where executive members are accepted as

Directors. However, there are fewer Supervisory Boards in Europe (only in 20% companies of the sample).

The ECGS reporting universe is based on the STOXX® Europe 600 index as of January 1st 2014 which has a

fixed number of 600 companies and represents large, mid and small capitalisation groups across 18

European countries including Austria, Belgium, Czech Republic, Denmark, Finland, France, Germany,

Greece, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and

the United Kingdom.

Two countries, represented by only two companies each, Greece and Czeck Republic, were excluded from

the survey. Algeta (Norway) was also excluded due to its merger with Bayer. Therefore, this study is based

on 595 listed companies across 16 countries.

Country of listing Number of covered companies

Austria 7

Belgium 13

Denmark 18

Finland 18

France 80

Germany 64

Ireland 9

Italy 29

Luxembourg 4

Netherlands 32

Norway 15

Portugal 6

Spain 27

Sweden 41

Switzerland 47

UK 185

Total 595

Data were collected in July primarily from companies’ annual report and proxy material or other publicly

available databases of company information. This data relate to the Board composition after the latest

annual general meeting.


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Expert Corporate Governance Service (ECGS) is a global network of independent research organisations:

DSW, Ethos, Frontis Governance, Manifest in the UK, Proxinvest and Shareholder Support. The ECGS

research is based on the local market experience of the ECGS researchers as well as on national and

international codes of best practice. The ECGS principles underpin the analysis and voting

recommendations made to clients and set best practice standards for the largest companies.


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1. SIZE OF THE EUROPEAN BOARDS OF DIRECTORS

The composition of a Board of Directors must facilitate the effective fulfilment of the Board’s tasks. ECGS

considers that the number of Board members should not be so large as to be unwieldy or cumbersome.

Each Board should be of sufficient size so that the balance of skills and experience be appropriate for the

requirements of the business and that the changes to the Board composition be managed without undue

disruption.

A Board which is too small may lack competence and diversity and be unable to establish special key

committees made up of sufficient independent and different persons. Experience has shown that when

the Board is too small (five members or less), Directors tend to act in an executive capacity. In such cases,

the distinction between management and oversight could become blurred, making it more difficult to

ensure a division of responsibilities at the head of the company. On the other hand a very large group of

Directors will be difficult to manage and might encourage a lower attendance.

Portuguese Boards of Directors almost two times bigger than the average

The average size of the European Board of Directors was of 11 members in 2014, with a median of 10

members: unitary Boards counted an average of 11 members while the average size of the Supervisory

Boards was slightly bigger up to 12 members.

The six biggest Portuguese companies have the most crowded Boards in Europe with an average of 20

members, almost two times bigger than the European average. As suggested above, four companies

among five European companies with the largest Boards (see table below) reported a rather low

attendance rate. For instance, BANCO ESPIRITO SANTO reported a Directors attendance rate of only 86 %,

EDP ENERGIAS DE PORTUGAL had even the third lowest attendance in Europe of 78%. Only one company

from our top five overcrowded Boards, GLANBIA, reported a 100% attendance rate (exceeding the

European 88% average).


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Overcrowded Boards of Directors

Company Country Board size

BANCO ESPIRITO SANTO Portugal 25

BANCO POPOLARE Italy 24

EDP ENERGIAS DE PORTUGAL Portugal 23

GLANBIA Ireland 22

UBI BANCA Italy 23

Boards lacking Directors

Company Country Board size

WIRECARD Germany 3

UNITED INTERNET Germany 3

AALBERTS INDUSTRIES Netherlands 3

EMS-CHEMIE Switzerland 4

6 companies (GEBERIT, ASM INTERNATIONAL, HEINEKEN, WERELDHAVE, NUTRECO and CORIO)

Switzerland and Netherlands

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22% of Boards of Directors need improvements

61% of companies have their Board of Directors composed from 8 to 12 members. The second largest

share comprises Boards from 12 to 16 members. Depending on the specific size and situation of each

company, ECGS considers that a reasonable number of members would be between eight and sixteen

members. Accordingly, there is here a first potential improvement to governance of about 22% of the

companies.


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2. STRUCTURE OF BOARDS OF DIRECTORS

Only 20% of companies have adopted two-tier Board structure in Europe

Austria and Germany prescribe a dual-Board structure

The most important difference in corporate structure across Europe is between companies with a two-tier

Board, where the executive and supervisory functions are split, and the unitary Board including Directors

with and without executive functions. In Austria and Germany the two-tier Board system is prescribed by

the law, while companies in numerous other markets can usually choose between a unitary or a dual-

Board structure. As the figures confirm, the Supervisory Boards are less popular in the European

countries, offering such choice, with one exception in the Netherlands.


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3. CHAIRMANSHIP OF THE BOARD OF DIRECTORS

Board Chairmanship: only 43% of companies meet ECGS best practice principle

The issue of power concentration is raised by combining the roles of Chairman and Chief Executive Officer

(CEO).

As a matter of principle, ECGS believes that no Chairman should carry executive responsibilities. ECGS also

questions the practice where the chief executive officer becomes the Chairman of the Board.

Where the positions are held by the same person it is more important that a majority of Board members

are independent, that there are robust procedures to ensure that the Board functions effectively and that

relevant issues are discussed. When a single executive holds both titles, it might also create difficulties in

respect of the Board’s supervisory function and may inhibit an objective assessment of management and

strategy. Some corporate governance codes confirm this risk and, for instance, the exemplary Chapter III.8

of the Dutch Corporate Governance Code recommends that the Chairman of the Board should not be an

executive or a former executive.

In Europe, only 43% of companies are chaired by independent Directors or considered independent on

appointment. The highest rate of independent chairmen of 94% belongs to the Netherlands followed by

the UK with 65%. There is no independent chairman in Spain and Luxembourg, France shows the second

lowest rate of only 5% of independent Board Chairmen.

France reports the highest European rate of the combined Chairman and Chief Executive Officer positions

of 60% of the companies, followed by Spain (56%) and Luxembourg (50%). However, Spain has the highest

rate of chairmen cumulating executive functions, including not only Chairmen CEO but also other

Executive Chairmen. Therefore, the separation of functions and the independence of Board chair are the

main issues of governance improvement in Spain and France.


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Board Chairmanship per country


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4. INDEPENDENCE OF THE BOARD OF DIRECTORS

The Board of Directors must be an active, independent and competent body which is collectively

accountable for its decisions to the shareholders that have appointed it. Independent Non-Executive

Directors have a crucial role to play in reviewing the performance of the company executives. They are

expected to bring an external perspective to bear on issues where executive Directors face an actual or

potential conflict of interest such as remuneration, proposed changes in control, acquisitions and the

audit function. They should also strengthen the Board by expanding its range of experience.

The Non-Executive Directors need to be remunerated adequately for their time and expertise in line with

their responsibilities but, to be borne in mind, there is also a risk of independence being impaired by a

higher reliance on fees or other side remuneration by the company.

Significant shareholders should be represented at the Board but not over-represented. The existence of

over-influential Board members creates potential conflicts of interest and safeguards need to be in place

to protect the interests of for non-controlling and minority shareholders.

Local governance codes tend to recommend between a third and 80% of members to be deemed

independent.

As a general rule, ECGS has retained the need of a majority of non-conflicted members at the Board to

insure the appropriate independence, i.e. 50% of all voting Board members except for countries where

there is a legal requirement for Board employee representatives to constitute one-third or one half of the

Board: in such cases, ECGS insists that at least 33% of the Board should be independent. The number of

executives at the Board if any should be in line with local market practice.

On average, 34% of European Boards do not respect ECGS independence requirements, which present

significantly high level to raise concerns.

Boards of Directors not respecting ECGS independence requirements


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Commonly, the Board of Directors consists of three types of Directors:

• Fully Independent Directors, whose sole connection with the company is their Board membership;

• Affiliated or potentially conflicted Directors, these are nonexecutive Directors that do not fulfil the

requirements for independence;

• Executive Directors, active in an executive capacity by the same company.

On average, European Boards of Directors show a satisfactory independence ratio of 52% of the

members. The share of executive Directors at the Boards appears also quite acceptable as it does not

exceed 14% of the members. There is a contrasting situation between countries’ local market practices or

legal requirements.

52% of European Directors are independent

The highest Board independence rate belongs to Dutch companies, a situation in line with the Dutch

corporate governance code, which recommends that “All supervisory Board members, with the exception

of not more than one person, shall be independent within the meaning of best practice provision III.2.2. “.

Finland reports the second highest independence rate in Europe. In line with the Finnish corporate

governance code “The majority of the Directors shall be independent of the company. In addition, at least

two of the Directors representing this majority shall be independent of significant shareholders of the

company.”.

Opposite, the highest participation of executives is observed in the UK and Portugal (29% each) and

Ireland (24%) which shall be explained by market practices. However, the UK and Ireland companies offer

in counterbalance the majority of independent Directors which is not the case in Portugal. Portugal

cumulates one of the lowest independence rates with one of the highest executive participations giving

serious concerns to investors.


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Austria shows the highest not independence rate of 69% of Board members followed by Germany with

66% because of the legal provision requiring in both countries the employee representation on the Board,

i.e. co-determination rights. In these two countries, employee representatives constitute from one-third

up to half of the Boards.

19% of companies show an independence rate below one third


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Average composition of the Board of Directors per country


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Board independence rate depends on the weight of the first shareholder


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Independence of Audit committees reached 70% in Europe

The Board of Directors is responsible for the integrity of the company’s financial information, internal

control and risk management systems as well as independence of the external auditors. These tasks

require the creation of increasingly professional Audit committee whose members have extensive and up-

to-date expertise in finance, including accounting, control, audit, as well as in-depth knowledge of the

company’s industry.

ECGS considers that an Audit committee consisting solely of independent Directors is best practice.

Current or former company’s executive Directors should never sit on this committee. The Audit

committee members should have sufficient time to carry out their assignments with due diligence.

Audit committees should also produce a report of their activities to shareholders as part of the company’s

corporate governance disclosures. These should include information on the number of meetings,

attendance rates, the issues discussed and whether management representatives were present.

Like the Boards of Directors, European Audit committees show a satisfactory independence ratio of 70%

of the members with top grades of 94% in the UK and 89% in Ireland. The lowest independence is

observed in Austria (26%) and Germany (37%) due to the compulsory participation of employee

representatives. However, in two countries, Luxembourg and Spain, the composition of Audit committees

should be improved to achieve the requested independence minimum of 50%.


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Nomination committees are less independent than audit committees

The nomination committee plays a crucial role in the election of Board members and senior management.

This committee should regularly assess the size and composition of the Board of Directors, the gender

diversity and must adopt effective and transparent selection procedures. It should also establish a

succession plan for the CEO, the company’s top executives and the Board members. These procedures

must be rigorous, transparent and disclosed to the shareholders. Lastly, the nomination committee shall

assess its own and the Board effectiveness on a regular basis, and shall make recommendations to the

Board regarding the necessary adjustments to its internal regulations.

ECGS considers that members of the nomination committee must be non-executive Directors mostly

independent.

Rules concerning the composition of the nomination committee differ largely across European countries

and tend to be less demanding than for the Audit committee. European Nomination committees present

62% independence level, below the independence of the Audit committees.

The independence of nomination committees in Luxembourg is the lowest in Europe which may be

explained by not challenging Luxembourg Code's recommendations. According to the Principles of

Corporate Governance of the Luxembourg Stock Exchange, “The Nomination Committee shall be

composed of a majority of Non-Executive Directors. It shall include an appropriate number of Independent

Directors. The Nomination Committee cannot be chaired by an Executive Director.”.

Perhaps the most distinctive feature of the Swedish corporate governance is the difference in its

definition of independence between Directors who are independent of the company's management, and

Directors who are independent of the major shareholders. This applies to nomination committee

members. The Swedish code recommends only that the majority of nomination committee members are

independent of the company and its executive management. At least one member of the nomination

committee is to be independent of the company’s largest shareholder in terms of votes or any group of

shareholders that act in concert in the governance of the company. Consequently, the presence of the

main shareholder representatives at the committee decreases the independence of Swedish nomination

committees to the third European lowest rate of 28%.


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5. BOARD DIVERSITY

The topic of the Boardroom diversity is of long-standing. Numerous initiatives have been undertaken to

improve women presence from voluntary or “comply or explain” approach to legal requirements.

ECGS encourages Boards diversity by recruiting new Directors from the widest possible pool of potential

candidates. ECGS annually reviews the transparency of nomination and appointment processes and

supports practices advocating for more diversity on the Board. Generally, ECGS requests the presence of

women at each executive level and a minimum of 20% of women members on Boards.

Women's presence on Board of Directors in Europe

The collected data show that there is a wide gap in the proportion of women at Board level between

countries but also companies as well.

Here again appears a favourable ground for progress. Five European countries, i.e. almost one third of

the sample, do not respect ECGS guidelines on Board diversity. In general, 211 companies or 35% of the

total sample do not fit the 20% threshold. Moreover, 38 Boards comprise no woman at all at the Board

and 99 have only one female Director.

Scandinavian countries and France have the highest presence of women at the corporate Board level. The

most crowded Portuguese Boards present low gender diversity ratio of only 5%. This poorest share of

women at the Board might be explained by the absence of legal requirement or insufficient self-

regulation.

According to the European Commission review, “Women account for 46% of people in employment across

the EU13 and on average they have a higher level of education than their male colleagues: 34% of working

women have some form of tertiary level education compared to 28% of men14. Yet at the top levels of

business women remain under-represented. In economic terms, this represents a lack of return on

investment that is to the detriment of companies and to the general prospects for prosperity and growth in

the European Union.”.


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A Europe 2020 initiative: at the end of 2013, the European Parliament voted a 40% quota for women on

company Boards of the listed companies. Companies listed on stock exchanges in the EU should have to

bring-in transparent recruitment procedures so that by 2020, at least 40% of their non-executive Directors

are women, under a draft EU directive.

In 2014, only 39 companies (or 6.6% of the total number) from our sample fit this 40% objective. The

European average achieved at 22% in 2014, far from set target.

Norway, the only one country that approaches the gender balance, has adopted legislative quotas.

36% of companies do not respect ECGS requirement

Best practices: the best gender balance

Company Country % women

TRYG Denmark 58%

STATOIL Norway 50%

SAMPO Finland 50%

HENNES & MAURITZ Sweden 50%

STOREBRAND Norway 50%

HEXAGON Sweden 50%

DNB Norway 50%

PUBLICIS GROUPE France 50%

Tryg, the second largest general insurer in the Nordic region presented in Denmark, Norway and Sweden,

has a record score of women in Boardroom – 58%.

Six companies have a perfect gender balance on the Board of Directors. Only one company of this list is

not Nordic, the French Publicis Groupe.


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Distribution of companies by number of women on the Board

Best practices: the biggest number of women on the Board

Company Country Number of women

BANCA POPOLARE EMILIA ROMAGNA Italy 7

DEUTSCHE BANK Germany 7

DEUTSCHE POST Germany 7

DEUTSCHE TELEKOM Germany 7

HENKEL Germany 7

LUFTHANSA Germany 7

PUBLICIS GROUPE France 7

TRYG Denmark 7

In term of maximum number of women, German companies lead our top list. However, almost all

mentioned companies have large Boards from 16 to 20 members which diluted the share of women.


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6. AVERAGE SENIORITY OF DIRECTORS

Average seniority of Directors

ECGS believes that Directors should stand regularly for re-election. The recommended maximum term of

office is up to 4 years with some local markets exceptions. Moreover, the Board’s duty is to prepare and

realize a successful succession plans. A Director which has been sitting on the Board or has been linked to

the company for more than twelve years (or less if a lower limit is set in the law or the codes of best

practice that apply in the country) loses his independence qualification. Therefore, it is important to Board

to install a Directors’ renewal.

The average seniority does not seem to be a subject of concerns in Europe. It does not overpass the

recommended twelve years. However, some companies struggles to renew its Boards. It is the case of

French company Sodexo, owned by the Bellon family. The family representatives have been sitting on the

Board since 1989 and Pierre Bellon, founder and President of the family holding since 1975.

Company Average seniority of Directors

SODEXO 19 years

LINDT & SPRUENGLI 16 years

ADVANCED CARD SYSTEMS 15 years

LUXOTTICA 14 years

SWATCH BEARER 14 years


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7. ATTENDANCE AT BOARD MEETINGS

ECGS considers that the Board of Directors should produce a report of its activities to shareholders as part

of the company’s corporate governance disclosures. These should include information on the number of

meetings, individual attendance rates, the issues discussed and whether management representatives

were present. The same details should be given about the activity of special committees. This disclosure is

critical in enabling shareholders to form a proper judgement when electing and re-electing Directors.

We consider a good practice to establish and disclose to shareholders the attendance policy of the Board

of Directors. Many companies have already included attendance requirements in a Board member’s

position description and the time of eligibility into evaluating process.

Attendance at Board and Committee meetings is one of the measures of Directors’ commitments.

Therefore, ECGS opposes to re-election of a Director who has missed 25% or more of all meetings without

adequate justification. Particular attention is paid to Audit committees’ meetings attendance.

The proposed figures account the disclosure of average attendance rate of the Board meetings. There is a

big gap in this field across European countries: only in five markets (Belgium, Finland, France, Ireland and

Sweden) are completely transparent, Austrian companies do not provide any information on the subject.

In Denmark, only one third of shareholders can assess the Directors’ attendance.

Disclosure of the Board members’ attendance rate

The figures show that, one again, the self-regulation is not always efficient and sustained. In total, 73

companies still provide no information about the Directors’ attendance in 2014 proxy statements.

Based on 522 disclosed attendance rates, the European average attendance rate reached 95% in 2013

with three countries arriving ahead with 97% rate.


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Attendance rate of Board of Directors’ meetings

The lowest attendance of Board of Directors’ meetings1

Company Country Attendance rate Size of the Board

TELENET GROUP Belgium 76% 10

EDP ENERGIAS DE PORTUGAL Portugal 78% 23

AEROPORTS DE PARIS France 79% 18

TOD'S Italy 79% 12

1 Under the first version of this survey, a typo error occurred about the attendance rate of Smith & Nephew (UK).

Indeed, except Alay Piramal who missed 5 out of the 8 Board meetings in 2013 and retired in 2014, the other directors fully attended the meetings.

http://www.smith-nephew.com/global/assets/pdf/corporate/smithnephew_annualreport_2013_governance.pdf


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8. NON-EXECUTIVE DIRECTORS’ FEES

Non-executive Director remuneration should be transparent, it means that remuneration reports or other

proxy materials should expose a detailed description of principles as well as total and individual amounts

paid to Board members. Moreover, the company should justify any significant fee increase or any fee

excess of the sector and market cap average.

Performance related remuneration, such as bonuses or share options are considered inappropriate for

non-executive Directors as they may inhibit objective reviews of strategy. The Board’s and management’s

interests could lead to collusion and loss of the Board’s objectivity in performing its oversight and control

duties. Stock options must be prohibited as the speculative nature of stock options could prompt the

Board to take too great an interest in the short-term share price rather than in creating long-term value.

Non-executive Directors should not be entitled to pension benefits or severance pay.

In countries where it is legal, ECGS is in favour of the partial payment of Directors’ fees in company shares

in order to align their interests with the long term interests of shareholders. Directors should gradually

build up a portfolio of company shares that they must keep for the whole duration of their mandate or

until they retire from the Board.

The amount of Directors’ fees was disclosed by all companies with one exception. SEADRILL, a Nordic

world leader in offshore deepwater drilling, has only disclosed at an aggregate level.

Director Fees Average Median

Total amount €1,249,137 €804,143

Individual fee €111,309 €81,083

Average and median non-executive Director fees


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APPENDIX 1 : LIST OF COVERED COMPANIES

3I GROUP

A.P.MOLLER-MAERSK

AALBERTS INDUSTRIES

ABB

ABERDEEN ASSET MANAGEMENT

ABERTIS INFRAESTRUCTURAS

ACCOR

ACKERMANS & VAN HAAREN

ACS

ACTELION

ADECCO

ADIDAS

ADMIRAL GROUP

ADP

AEGON

AFREN

AGEAS

AGGREKO

AHOLD

AIR FRANCE-KLM

AIR LIQUIDE

AIRBUS GROUP

AKER SOLUTIONS

AKZO NOBEL

ALCATEL LUCENT

ALFA LAVAL

ALLIANZ

ALSTOM

AMADEUS IT

AMEC

AMER SPORTS

AMLIN

ANDRITZ

ANGLO AMERICAN

ANHEUSER-BUSCH INBEV

ANTOFAGASTA

ARCELORMITTAL

ARKEMA

ARM

ARYZTA

ASHMORE GROUP

ASHTEAD GROUP

ASM INTERNATIONAL

ASML HOLDING

ASSA ABLOY

ASSICURAZIONI GENERALI

ASSOCIATED BRITISH FOODS

ASTRAZENECA

ATLANTIA

ATLAS COPCO

ATOS

AURUBIS

AVEVA GROUP

AVIVA

AXA

AZIMUT HOLDING

BABCOCK INTERNATIONAL

BAE SYSTEMS

BALFOUR BEATTY

BALOISE

BANCA MONTE DEI PASCHI DI SIENA

BANCA POPOLARE DI MILANO

BANCA POPOLARE DI SONDRIO

BANCA POPOLARE EMILIA ROMAGNA

BANCO BILBAO VIZCAYA ARGENTARIA

BANCO COMERCIAL PORTUGUES

BANCO ESPIRITO SANTO

BANCO POPOLARE

BANCO POPULAR ESPANOL

BANCO SABADELL

BANCO SANTANDER

BANK OF IRELAND

BANKIA

BANKINTER

BANQUE CANTONALE VAUDOISE

BARCLAYS

BARRATT DEVELOPMENTS

BARRY CALLEBAUT

BASF

BAYER

BBA AVIATION

BEIERSDORF

BELGACOM

BELLWAY

BERENDSEN

BERKELEY

BG GROUP

BHP BILLITON

BIC

BILFINGER

BMW

BNP PARIBAS

BOLIDEN

BOLLORE

BOLSAS Y MERCADOS ESPANOLES

BOOKER GROUP

BOSKALIS WESTMINSTER

BOUYGUES

BP

BRENNTAG


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BRITISH AMERICAN TOBACCO

BRITISH LAND COMPANY

BRITISH SKY BROADCASTING

BRITVIC

BT GROUP

BTG

BUNZL

BURBERRY

BUREAU VERITAS

C&C GROUP

CABLE & WIRELESS COMMUNICATION

CAIRN ENERGY

CAIXABANK

CAP GEMINI

CAPITA GROUP

CAPITAL & COUNTIES PROPERTIES

CARILLION

CARLSBERG

CARNIVAL

CARREFOUR

CASINO GUICHARD

CASTELLUM

CATLIN GROUP

CELESIO

CENTRICA

CGG

CHR HANSEN HOLDING

CHRISTIAN DIOR

CIE FINANCIERE RICHEMONT

CLARIANT

CLOSE BROTHERS GROUP

CNH INDUSTRIAL

CNP ASSURANCES

COBHAM

COCA-COLA HBC

COFINIMMO

COLOPLAST

COLRUYT

COMMERZBANK

COMPASS GROUP

CONTINENTAL

CORIO

CREDIT AGRICOLE

CREDIT SUISSE GROUP

CRH

CRODA INTERNATIONAL

DAILY MAIL & GENERAL TRUST

DAIMLER

DANONE

DANSKE BANK

DASSAULT SYSTEMES

DAVIDE CAMPARI

DCC

DEBENHAMS

DELHAIZE GROUP

DELTA LLOYD

DERWENT LONDON

DEUTSCHE BANK

DEUTSCHE BOERSE

DEUTSCHE EUROSHOP

DEUTSCHE POST

DEUTSCHE TELEKOM

DEUTSCHE WOHNEN

DIAGEO

DIRECT LINE INSURANCE GROUP

DISTRIBUIDORA INT ALIMENTACION

DIXONS RETAIL

DKSH HOLDING

DNB

DRAX GROUP

DS SMITH

DSV

DUFRY GROUP

E.ON

EASYJET

EBRO FOODS

EDENRED

EDP ENERGIAS DE PORTUGAL

EIFFAGE

ELECTRICITE DE FRANCE

ELECTROCOMPONENTS

ELECTROLUX

ELEKTA

ELEMENTIS

ELISA CORPORATION

EMS-CHEMIE HOLDING

ENAGAS

ENDESA

ENEL

ENEL GREEN POWER

ENI

ERICSSON LM

ERSTE GROUP BANK

ESSENTRA

ESSILOR INTERNATIONAL

EURAZEO

EUROTUNNEL

EUTELSAT COMMUNICATION

EVONIK INDUSTRIES

EXOR

EXPERIAN

FERROVIAL

FIAT

FINMECCANICA

FIRSTGROUP

FLSMIDTH & COMPANY


30

FLUGHAFEN ZURICH

FONCIERE DES REGIONS

FORTUM

FRAPORT

FREENET

FRESENIUS

FRESENIUS MEDICAL CARE

FRESNILLO

FRIENDS LIFE GROUP

FUCHS PETROLUB PREF

FUGRO

GALENICA

GALP ENERGIA

GAM

GAS NATURAL SDG

GDF SUEZ

GEA GROUP

GEBERIT

GECINA

GEMALTO

GENEL ENERGY

GEORG FISCHER

GERRESHEIMER

GETINGE

GIVAUDAN

GJENSIDIGE FORSIKRING

GKN

GLANBIA

GLAXOSMITHKLINE

GLENCORE XSTRATA

GN STORE NORD

GREAT PORTLAND ESTATES

GREENE KING

GRIFOLS

GROUP 4 SECURICOR

GROUPE BRUXELLES LAMBERT

HALMA

HAMMERSON

HANNOVER RUECK

HARGREAVES LANSDOWN

HAVAS

HAYS

HEIDELBERGCEMENT

HEINEKEN

HEINEKEN HOLDING

HELVETIA HOLDING

HENDERSON GRP

HENKEL PREF

HENNES & MAURITZ

HERMES INTERNATIONAL

HEXAGON

HIKMA PHARMACEUTICALS

HISCOX

HOCHTIEF

HOLCIM

HOLMEN

HOME RETAIL GROUP

HOWDEN JOINERY GROUP

HSBC

HUFVUDSTADEN

HUGO BOSS

HUNTING

HUSQVARNA

IAG

IBERDROLA

ICA GRUPPEN

ICADE

ICAP

IG GRP HOLDING

ILIAD

IMERYS

IMI

IMMOFINANZ

IMPERIAL TOBACCO

INCHCAPE

INDITEX

INDUSTRIVARDEN

INFINEON TECHNOLOGIES

INFORMA

ING GROUP

INGENICO

INMARSAT

INTERCONTINENTAL HOTELS GROUP

INTERMEDIATE CAPITAL GROUP

INTERNATIONAL PERSONAL FINANCE

INTERTEK GROUP

INTESA SANPAOLO

INTRUM JUSTITIA

INTU PROPERTIES

INVESTEC

INVESTMENT KINNEVIK

INVESTOR

ITV

JAZZTEL

JCDECAUX

JERONIMO MARTINS

JM

JOHNSON MATTHEY

JULIUS BAER GROUP

JUPITER FUND MANAGEMENT

JYSKE BANK

K + S

KABA

KABEL DEUTSCHLAND

KBC GROUP

KEMIRA


31

KERING

KERRY GROUP

KESKO

KINGFISHER

KINGSPAN GROUP

KLEPIERRE

KONE

KONECRANES

KONINKLIJKE DSM

KPN

KUEHNE + NAGEL

LADBROKES

LAFARGE

LAGARDERE

LANCASHIRE HOLDINGS

LAND SECURITIES

LANXESS

LEGAL & GENERAL GROUP

LEGRAND

LINDE

LINDT & SPRUENGLI

LLOYDS BANKING GROUP

LONDON STOCK EXCHANGE

LONMIN

LONZA

L'OREAL

LUFTHANSA

LUNDBERGFORETAGEN

LUNDIN PETROLEUM

LUXOTTICA

LVMH MOET HENNESSY

MAN

MAN GROUP

MAPFRE

MARINE HARVEST

MARKS & SPENCER GROUP

MEDA

MEDIASET

MEDIOBANCA

MEGGITT

MELROSE INDUSTRIES

MERCK

METRO

METSO

MICHAEL PAGE INTERNATIONAL

MICHELIN

MITIE GROUP

MODERN TIMES GROUP

MONDI

MORRISON (WILLIAM) SUPERMARK

MTU AERO ENGINES

MUENCHENER RUECK

NATIONAL GRID

NATIXIS

NCC

NEOPOST

NESTE OIL

NESTLE

NEXT

NOKIA

NOKIAN RENKAAT

NORDEA BANK

NORSK HYDRO

NOVARTIS

NOVO NORDISK

NOVOZYMES

NUTRECO

OC OERLIKON

OCADO

OCI

OLD MUTUAL

OMV

OPHIR ENERGY

ORANGE

ORION

ORKLA

OSRAM LICHT

OUTOTEC

PADDY POWER

PANDORA

PARGESA

PARTNERS GROUP HOLDING

PEARSON

PENNON GROUP

PERNOD RICARD

PERSIMMON

PETROFAC

PETROLEUM GEO-SERVICES

PEUGEOT

PHILIPS

PIRELLI & C.

POHJOLA BANK

POLYMETAL INTERNATIONAL

POLYUS GOLD INTL

PORSCHE

PORTUGAL TELECOM

POSTNL

PREMIER OIL

PROSIEBENSAT.1 MEDIA

PROVIDENT FINANCIAL

PRUDENTIAL

PRYSMIAN

PSP SWISS PROPERTY

PUBLICIS GROUPE

QIAGEN

QINETIQ GROUP


32

RANDGOLD RESOURCES

RANDSTAD

RATOS

RECKITT BENCKISER GROUP

RED ELECTRICA CORPORATION

REED ELSEVIER NV

REED ELSEVIER PLC

REMY COINTREAU

RENAULT

RENTOKIL INITIAL

REPSOL

REXAM

REXEL

RHEINMETALL

RHOEN KLINIKUM

RIGHTMOVE GROUP

RIO TINTO

ROCHE HOLDING

ROLLS ROYCE HOLDING

ROTORK

ROYAL BANK OF SCOTLAND GROUP

ROYAL DUTCH SHELL

RSA INSURANCE GROUP

RTL GROUP

RUBIS

RWE

RYANAIR

SABMILLER

SAFRAN

SAGE GROUP

SAINSBURY (J)

SAINT GOBAIN

SAIPEM

SAMPO

SANDVIK

SANOFI

SAP

SBM OFFSHORE

SCANIA

SCHIBSTED GRUPPEN

SCHINDLER

SCHNEIDER ELECTRIC

SCHRODERS

SCOR

SCOTTISH & SOUTHERN ENERGY

SEADRILL

SEB

SECURITAS

SEGRO

SERCO GROUP

SES

SEVERN TRENT

SGS

SHAFTESBURY

SHIRE

SIEMENS

SIKA

SKANDINAVISKA ENSKILDA BK

SKANSKA

SKF

SKY DEUTSCHLAND

SMITH & NEPHEW

SMITHS GROUP

SMURFIT KAPPA GROUP

SNAM RETE GAS

SOCIETE GENERALE

SODEXO

SOFTWARE

SOLVAY

SONOVA

SPECTRIS

SPIRAX-SARCO

SPRINGER (AXEL)

ST.JAMES'S PLACE CAPITAL

STADA ARZNEIMITTEL

STAGECOACH GROUP

STANDARD CHARTERED

STANDARD LIFE

STATOIL

STMICROELECTRONICS

STORA ENSO

STOREBRAND

SUBSEA7

SUEDZUCKER

SUEZ ENVIRONNEMENT

SULZER

SVENSKA CELLULOSA

SVENSKA HANDELSBANKEN

SWATCH BEARER

SWEDBANK

SWEDISH MATCH

SWISS LIFE HOLDING

SWISS PRIME SITE

SWISS REINSURANCE COMPANY

SWISSCOM

SYDBANK

SYMRISE

SYNGENTA

TALKTALK TELECOM GROUP

TATE & LYLE

TAYLOR WIMPEY

TDC

TECHNIP

TELE2

TELECITY GROUP

TELECOM ITALIA


33

TELEFONICA

TELEFONICA DEUTSCHLAND

TELEKOM AUSTRIA

TELENET GROUP HOLDING

TELENOR

TELEPERFORMANCE

TELIASONERA

TENARIS

TERNA

TESCO

TF1

TGS-NOPEC GEOPHYSICAL

THALES

THOMAS COOK GROUP

THYSSENKRUPP

TNT EXPRESS

TOD'S GROUP

TOPDANMARK

TOTAL

TRAVIS PERKINS

TRELLEBORG

TRYG

TUI TRAVEL

TULLOW OIL

UBI BANCA

UBM

UBS

UCB

ULTRA ELECTRONICS

UMICORE

UNIBAIL-RODAMCO

UNICREDIT

UNILEVER NV

UNILEVER PLC

UNITED INTERNET

UNITED UTILITIES GROUP

UPM KYMMENE

VALEO

VALIANT

VALLOUREC

VEDANTA RESOURCES

VEOLIA ENVIRONNEMENT

VESTAS WIND SYSTEMS

VICTREX

VIENNA INSURANCE

VINCI

VISCOFAN

VIVENDI

VODAFONE GROUP

VOESTALPINE

VOLKSWAGEN

VOLVO

VOPAK

WARTSILA

WEIR GROUP

WENDEL

WERELDHAVE

WHITBREAD

WILLIAM DEMANT

WILLIAM HILL

WINCOR NIXDORF

WIRECARD

WOLSELEY

WOLTERS KLUWER

WOOD GROUP (JOHN)

WPP

YARA

ZARDOYA OTIS

ZIGGO NV

ZODIAC AEROSPACE

ZURICH INSURANCE GROUP


34

APPENDIX 2 : CORRECTION

A typo error occurred in the first version of the

survey.

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ECGS Survey: Composition and Remuneration of Boards … survey Board of Directors 2014.pdf · ECGS...

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