Boards are Electing Independent Board Chairs, Experimenting with Committee Structures, & Holding More Meetings
Wednesday, July 20th, 2022
A new report from The Conference Board reveals that boards are increasingly electing independent board chairs. In the S&P 500, the share of independent board chairs increased from 30 percent in 2018 to 37 percent as of June 2022, while the share of companies combining the chair and CEO roles decreased from 49 percent to 44 percent. These changes are not being driven by an overriding wave of shareholder sentiment, but rather by internal governance and business reasons, including an increase in the level and scope of responsibilities of US corporate boards.
Additionally, boards at larger companies in particular are holding more meetings than before the pandemic—a trend likely to continue: Whereas S&P 500 companies held 7.8 meetings on average in 2019, the average rose to 8.3 in 2021. Companies are also experimenting with committee structures to address the expanding set of ESG risks and growing workloads. While public companies with under $5 billion in annual revenue typically have just three committees, larger companies tend to have four or five standing committees. This reflects that larger companies have moved beyond simply satisfying the stock exchange listing standards and other regulatory requirements.
The report also reveals that smaller companies are seeing a decrease in independent chairs with business strategy experience. In the Russell 3000, the share with such experience decreased from 79 percent in 2018 to 76 percent in 2022—and is poised to further decline in the years ahead.
The report includes insights and data—as recent as June 2022—relating to board leadership, meetings, and committees at S&P 500 and Russell 3000 boards. It is the second in a three-part series, with the first report examining board composition and the third report (to come) examining board refreshment.