The Dbriefs Corporate Governance series presents:Diversity in the Boardroom:Domestic and InternationalPerspectivesDan Koni...
Release for answers to polling questionsUnderstand that any data or information provided by you as part ofparticipating in...
AgendaBackgroundU.S. and international diversity perspectivesDisclosure and Board oversightInvestor diversity initiativesP...
Poll question #1My company has a Board diversity policy in place.• Agree• Disagree• Don’t know/Not applicable             ...
BackgroundDiversity• The subject of quotas and other diversity measures for  listed company Boards can be a controversial ...
BackgroundDiversity (continued)• There is a discussion of diversity in the 2010 United Nations  publication “Women’s Empow...
U.S. and international diversity perspectives    Women in the boardroomSurvey background and featured results• Contributio...
U.S. and international diversity perspectives    Women in the boardroom findings            Country                     Qu...
U.S. and international diversity perspectivesA call for quotasPros of quota systems for diversity include:•   It will take...
Poll question #2National legislation and regulatory measures, rather thancompany policy, should dictate diversity programs...
U.S. and international diversity perspectives    Examining the Cracks in the Ceiling: A Survey of    Corporate Diversity P...
U.S. and international diversity perspectivesExamining the Cracks in the Ceiling: A Survey ofCorporate Diversity Practices...
Poll question #3What percentage of women/minorities are included in yourBoard composition?•   Less than 10%•   11-25%•   2...
Disclosure and Board oversightPolicy advancementsU.S. Securities and Exchange Commission (SEC) Rule:“Proxy Disclosure Enha...
Disclosure and Board oversight    Policy advancements    How are companies responding?    • No mention of diversity - 31 c...
Disclosure and Board oversight     Company considerations     Board oversight of diversity policies     • Consider current...
Investor diversity initiatives     Initiatives     Currently many diversity initiatives are going on throughout the     wo...
Investor diversity initiatives     Calvert’s shareholder advocacy     Diversity advocacy initiatives     • EEO-1 data disc...
Proxy Voting Guidelines     Calvert’s voting policy     • Vote against slates without women or minorities     Broader inve...
Poll question #4In your opinion, which method will be the best way toincrease Board diversity in the United States?• Legis...
Investor diversity initiatives     Calvert’s Board diversity advocacy     Model nominating committee charter     • Sarbane...
Barriers for diversity initiatives     Cons of quota systems for diversity include:     • Evidence of their benefits in so...
Barriers for diversity initiatives     Implications and questions     What are some of the reasons we do not see support  ...
Barriers for diversity initiatives     Barriers     • Lack of networks for women to utilize     • Perceived lack of resour...
Poll question #5In your opinion, what is the biggest barrier for diversityinitiatives?•   Lack of networks•   Perceived la...
Question and Answer
Join us June 1 at 2 PM ET asour Corporate Governanceseries presents:Principles of CorporateGovernance: Findings ofthe NYSE...
CPE certificates are now available    for immediate download.Click the Request CPE link in the lower right hand corner of ...
Contact infoDan KonigsburgDirectorDeloitte LLPdkonigsburg@deloitte.comBarbara KrumsiekPresident, CEO, and ChairCalvert Inv...
This presentation contains general information only and Deloitte is not, by means of thispresentation, rendering accountin...
About DeloitteDeloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited byguarantee...
Diversity in the boardroom domestic and international perspectives
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Diversity in the boardroom domestic and international perspectives

  1. 1. The Dbriefs Corporate Governance series presents:Diversity in the Boardroom:Domestic and InternationalPerspectivesDan Konigsburg, Director, Deloitte LLPBarbara Krumsiek, President, CEO, and Chair, Calvert InvestmentsMay 4, 2011
  2. 2. Release for answers to polling questionsUnderstand that any data or information provided by you as part ofparticipating in this Dbriefs webcast (“webcast”) may be used by Deloittein connection with this webcast, other studies, or analyses performed byDeloitte, publications, or in connection with services provided by Deloitteor otherwise.Understand that this webcast is the proprietary property of Deloitte.Understand that any such data or information may be disclosed by Deloitteto related entities or other third parties, including, without limitation, inpublications, in connection with this webcast or such studies, analyses, orservices, provided that such data or information does not contain anyinformation that identifies you or associates you with the data orinformation that you have provided or are providing.Understand disclosure of such data or information could be required bylaw, in which case Deloitte will endeavor to notify you. Copyright © 2011 Deloitte Development LLC. All rights reserved.
  3. 3. AgendaBackgroundU.S. and international diversity perspectivesDisclosure and Board oversightInvestor diversity initiativesPotential barriers for diversity initiatives Copyright © 2011 Deloitte Development LLC. All rights reserved.
  4. 4. Poll question #1My company has a Board diversity policy in place.• Agree• Disagree• Don’t know/Not applicable Copyright © 2011 Deloitte Development LLC. All rights reserved.
  5. 5. BackgroundDiversity• The subject of quotas and other diversity measures for listed company Boards can be a controversial and emotional issue• There are many views on this topic• Many agree with the goal behind quotas and other diversity measures: to advance and increase numbers of women and other minorities leading companies• There are a variety of diversity initiatives around the world, differing by approach1 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  6. 6. BackgroundDiversity (continued)• There is a discussion of diversity in the 2010 United Nations publication “Women’s Empowerment Principles: Equality means business”• From a corporate governance perspective, including more individuals with different backgrounds on Boards of Directors could improve the Board’s functioning• Some companies have formalized diversity policies• In some companies, diversity is considered by the nominating committee2 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  7. 7. U.S. and international diversity perspectives Women in the boardroomSurvey background and featured results• Contributions from Australia, Belgium, Canada, France, Germany, Italy, Netherlands, New Zealand, Norway, Spain, UK, USA• Review of recent legislative and market efforts around the world to introduce quotas for women serving on listed company Boards• Provides a variety of approaches to encourage diversity on Boards• Current average percentages of women serving on Boards3 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  8. 8. U.S. and international diversity perspectives Women in the boardroom findings Country Quotas The Numbers (% of Boards Comprised of Women) Australia None 8.30% Belgium DRAFT: 1/3 Female 6.80% Canada None 12.50% France FINAL: 40% by 2018 9.50% - 15.00% Germany None 8.20% - 10.50% Italy DRAFT: 1/3 Female 3.40% - 6.20% Netherlands FINAL: 30% by 2015 (“comply or 4.02% - 13.70% explain”) New Zealand None 12.10% Norway FINAL: Approximately 40% by 31.30% - 34.30% 01/2008 (various based on board size) Spain FINAL: 40% by 2015 8.00% - 9.20% United Kingdom None 8.50% - 12.50% United States None 12.20% - 15.20%4 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  9. 9. U.S. and international diversity perspectivesA call for quotasPros of quota systems for diversity include:• It will take too much time for change to occur naturally• No action will be taken without external requirements• More diverse Boards work better• Boards should reflect society• May not be best option, but less imperfect than others• Already have some “quotas” on Boards• Way to deal with profound misogyny5 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  10. 10. Poll question #2National legislation and regulatory measures, rather thancompany policy, should dictate diversity programs for publiccompanies in the United States.• Agree• Strongly agree• Disagree• Strongly disagree• Don’t know/Not applicable Copyright © 2011 Deloitte Development LLC. All rights reserved.
  11. 11. U.S. and international diversity perspectives Examining the Cracks in the Ceiling: A Survey of Corporate Diversity Practices of the S&P 100, Calvert InvestmentsCorporate commitment remains the “X” factor• 30 companies include some oversight of diversity issues at the Board level• 34 companies include diversity measures within their compensation plansNo disclosure = no accountability• 8 companies disclose full EEO-1 data• 37 companies disclose no demographic data at all6 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  12. 12. U.S. and international diversity perspectivesExamining the Cracks in the Ceiling: A Survey ofCorporate Diversity Practices of the S&P 100,Calvert Investments (continued)Disconnect between Board and executive diversity• 18% representation of women in director positions• 8% representation of women in the highest paid executive positions• 14% representation of minorities in director positions• 5% representation of minorities in the highest paid executive positions• 56 companies have no women and/or minorities in the highest paid executive positions7 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  13. 13. Poll question #3What percentage of women/minorities are included in yourBoard composition?• Less than 10%• 11-25%• 26-50%• 51-75%• Greater than 75%• Don’t know/Not applicable Copyright © 2011 Deloitte Development LLC. All rights reserved.
  14. 14. Disclosure and Board oversightPolicy advancementsU.S. Securities and Exchange Commission (SEC) Rule:“Proxy Disclosure Enhancements”• As of February 2010, companies are now required to disclose: – “Whether, and if so how, a nominating committee considers diversity in identifying nominees for director” – If diversity is considered, “disclosure would be required of how this policy is implemented, as well as how the nominating committee (or the Board) assesses the effectiveness of its policy” Source: US Securities and Exchange Commission, Proxy Disclosure Enhancements, Release Nos. 33-9089,8 34-61175, IC-29092 (Dec. 16, 2009), page 38 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  15. 15. Disclosure and Board oversight Policy advancements How are companies responding? • No mention of diversity - 31 companies • General mention of diversity - 25 companies • Specific mention of race/gender - 44 companies Source: Examining the Cracks in the Ceiling: A Survey of Corporate Diversity Practices in the S&P 100,9 Calvert Investments Copyright © 2011 Deloitte Development LLC. All rights reserved.
  16. 16. Disclosure and Board oversight Company considerations Board oversight of diversity policies • Consider current Board practices related to diversity • Evaluate leading practices for applicability • Implement and formalize diversity policies • Report on and disclose diversity policies10 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  17. 17. Investor diversity initiatives Initiatives Currently many diversity initiatives are going on throughout the world • Quotas/legal mandates • Increased regulation • Shareholder campaigns Examples: • Norway: quota – approximately 40% women by 1/2008 (various based on Board size) • India: quota proposal – companies with 5 or more directors would require at least one to be a woman • European Parliament: Committee of Legal Affairs calls for inclusion of diversity discussion • Belgium: quota – 1/3 of directors women11 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  18. 18. Investor diversity initiatives Calvert’s shareholder advocacy Diversity advocacy initiatives • EEO-1 data disclosure • Equal employment opportunity policy • Boardroom diversity • Calvert Women’s Principles®12 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  19. 19. Proxy Voting Guidelines Calvert’s voting policy • Vote against slates without women or minorities Broader investor interest13 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  20. 20. Poll question #4In your opinion, which method will be the best way toincrease Board diversity in the United States?• Legislation• Shareholder campaigns• Recruitment efforts / databases of diversified candidates for boards• C-suite initiatives and attention• Don’t know/Not applicable Copyright © 2011 Deloitte Development LLC. All rights reserved.
  21. 21. Investor diversity initiatives Calvert’s Board diversity advocacy Model nominating committee charter • Sarbanes-Oxley & exchange listing requirements • Focus on nominating committees • Expanded traditional services Results • Over 55 shareholder resolutions filed; 46 withdrawn • Of the 55 shareholder resolutions filed by Calvert, 30 female and/or minority candidates have been added to corporate Boards (U.S. companies; since 2002)14 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  22. 22. Barriers for diversity initiatives Cons of quota systems for diversity include: • Evidence of their benefits in some countries is mixed • External requirements do not drive commitment • Added women directors will be perceived as “tokens” • Boards are not visible and may not be an effective way to increase presence of women in organization • Let the market decide • Investors are not asking for this • Not enough qualified women to be found • Qualifications take priority over diversity15 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  23. 23. Barriers for diversity initiatives Implications and questions What are some of the reasons we do not see support from investors? • Short-termism • Incentives • The role of retail shareholders • The role of culture • The role of private equity16 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  24. 24. Barriers for diversity initiatives Barriers • Lack of networks for women to utilize • Perceived lack of resources/qualified candidates • Not enough external or internal pressure • No consensus on necessity and benefits of diverse Boards • No formal diversity policies at many companies • Old boys’ network ways of recruiting new directors • Gradual process • Diversity should be a company-wide agenda item17 Copyright © 2011 Deloitte Development LLC. All rights reserved.
  25. 25. Poll question #5In your opinion, what is the biggest barrier for diversityinitiatives?• Lack of networks• Perceived lack of qualified candidates• Not enough external or internal pressure• No consensus on necessity of benefits• Don’t know/Not applicable Copyright © 2011 Deloitte Development LLC. All rights reserved.
  26. 26. Question and Answer
  27. 27. Join us June 1 at 2 PM ET asour Corporate Governanceseries presents:Principles of CorporateGovernance: Findings ofthe NYSE Commission onCorporate Governance
  28. 28. CPE certificates are now available for immediate download.Click the Request CPE link in the lower right hand corner of the screen. Copyright © 2011 Deloitte Development LLC. All rights reserved.
  29. 29. Contact infoDan KonigsburgDirectorDeloitte LLPdkonigsburg@deloitte.comBarbara KrumsiekPresident, CEO, and ChairCalvert Investmentsdiversity@calvert.com Copyright © 2011 Deloitte Development LLC. All rights reserved.
  30. 30. This presentation contains general information only and Deloitte is not, by means of thispresentation, rendering accounting, business, financial, investment, legal, tax, or otherprofessional advice or services. This presentation is not a substitute for such professional adviceor services, nor should it be used as a basis for any decision or action that may affect yourbusiness. Before making any decision or taking any action that may affect your business, youshould consult a qualified professional advisor. Deloitte shall not be responsible for any losssustained by any person who relies on this presentation. Copyright © 2011 Deloitte Development LLC. All rights reserved.
  31. 31. About DeloitteDeloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited byguarantee, and its network of member firms, each of which is a legally separate and independent entity.Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte ToucheTohmatsu Limited and its member firms. Please see www.deloitte.com/us/about for a detailed descriptionof the legal structure of Deloitte LLP and its subsidiaries. Certain services may not be available to attestclients under the rules and regulations of public accounting.About CalvertA leader in Sustainable and Responsible Investments (SRI), Calvert Investments offers investors amongthe widest choice of SRI strategies of any investment management company in the United States. EachSRI strategy employs one of three proprietary approaches. Calvert Signature® Strategies integrate twodistinct research frameworks: a rigorous review of financial performance plus a thorough assessment ofenvironmental, social, and governance performance. Only when a company meets Calvert standards forboth frameworks will we consider investing. Calvert Solution® Strategies selectively invest in companiesthat produce products and services designed to solve some of todays most pressing sustainabilitychallenges. Calvert SAGETM Strategies emphasize strategic engagement to advance environmental,social, and governance performance in companies that may not meet Calvert standards today, but havethe potential to improve. More information on Calvert SRI strategies is available athttp://www.Calvert.com/SRI. Copyright © 2011 Deloitte Development LLC. All rights reserved.

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