What Next for Diversity in the Boardroom?

The extract below is taken from T. Rowe Price’s What Next for Diversity in the Boardroom? white paper, which takes a closer look at progress across Europe, Asia Pacific (APAC) region, and the U.S. The paper discusses our approach to boardroom diversity in more detail and examines how investors should hold themselves to the same standards they hold portfolio companies.
 

Board composition can speak volumes about a company’s wider culture. Ensuring a meaningfully diverse board means recognizing that diversity goes beyond gender to include ethnicity, nationality, disability, socioeconomic background, sexual orientation, and other dimensions—though measurement limitations can prove challenging. A diverse board composition should lead to better business decisions by reducing the likelihood of groupthink. Moreover, a board that is significantly different from the company’s wider workforce and customers risks missing emerging issues and opportunities.

While some markets are making more rapid progress than others, developments across Europe can give investors a good idea of the possible trajectory for companies in other parts of the world. 

In the U.S., research carried out by the Conference Board highlighted that companies will face challenges in boosting the diversity of backgrounds, skills, and professional experience on their boards if they continue to elect directors at the current rate. In the S&P 500, as of July 2022, the percentage of newly elected directors has held steady at 9% since 2018, for example. In comparison, across the UK’s FTSE 350 Leadership population, the turnover is around 22%, with almost two of every three roles going to men.¹ The key difference is that the UK has annual elections as standards, whereas there are still a lot of classified boards in the U.S. To encourage the adoption of annual elections in the U.S., in 2022 T. Rowe Price has generally opposed the reelection of non‑executive directors at companies where a classified board has been in place for longer than 10 years and where there are no disclosed plans to switch to annual elections.

In Japan, board diversity has been a focus for our voting and engagement in recent years, with the country having an unusually low proportion of female directors among developed markets. Elsewhere, there has been steady progress in Australia. Across ASX100 companies, for example, the percentage of women on boards rose from 11.8% in 2010 to 32.2% in 2020. There have also been encouraging developments in Hong Kong, with the Hong Kong Stock Exchange’s recent adoption of a board diversity rule.²

We are seeing more structure and higher expectations in the UK and across Europe. European Union negotiators recently agreed that at least 40% of women must be represented in non‑executive boards of listed companies, or 33% among all directors, by June 2026. Regulators are faced with a tricky balancing act between when to legislate— which risks being overly prescriptive—and when market initiatives will be able to deliver the required change.

How Investors Can Drive the Diversity Agenda

A lack of regulatory support in some regions does not mean diversity is falling off the radar. Asset managers are increasingly using their influence through stewardship and engagement to effect positive change. During the first half of this year, as part of the proxy voting season, T. Rowe Price opposed the reelections of 145 directors across 107 companies globally, as of June 30, 2022, due to concerns over a lack of gender diversity on their boards. An additional 31 directors across 22 companies were reviewed under this policy.³ However, we decided to support them or register a cautious “abstain” on their elections because we found mitigating factors that explained the low level of board diversity.

The objective of T. Rowe Price’s stewardship program is to foster long‑term success for investee companies. It is important that our expectations are clearly communicated and that there is an escalation plan in place if our expectations are not met within a reasonable time frame. A market‑by‑market stewardship approach is crucial when it comes to assessing a board’s composition, recognizing that regional corporate governance codes around the world apply different expectations.

To find out more, read the full What Next for Diversity in the Boardroom? white paper.