Welcome on board
By Margot Saville | theage.com.au | 12 May
It is 25 years since Jill Hickson-Wran first became a board member, mixing it with the rich and powerful suits at the big end of town. Since then she has served on the boards of more than a dozen government or not-for-profit agencies and those of several unlisted private companies. But while the past quarter-century has seen, according to Hickson-Wran, the old boys' network get "wobbly legs", the number of women on boards in this country remains puzzlingly low.
Certainly some women, such as Hickson-Wran, Coca-Cola Amatil board member Catherine Brenner, Commonwealth Bank director Carolyn Kay, and Harvey Norman CEO Katie Page, have broken through the so-called "glass ceiling". But not many have done so. The latest research shows that the percentage of women on the boards of the 200 largest Australian and New Zealand companies actually fell from 8.6 per cent in August 2006 to 8 per cent by December 2007. And one quarter of the companies in the top 100 and one half of the top 200 had no female directors at all.
This does not bode well for the future participation of women in Australian business, according to Ruth Medd, the chair of industry group Women on Boards. For prominent feminist and board director Wendy McCarthy, the first question is, "Does the board look like the community it serves?" For everyone bar the Melbourne Club, the answer is probably still "no".
Raise this with many people and they will quote the "pipeline" theory. This asserts there are so many women graduating from universities that they will soon move up to senior management and then into board positions. But a comprehensive UK study by accounting giant PricewaterhouseCoopers suggests the opposite. It found that 38 per cent of senior manager level posts in the UK's 350 largest listed companies were occupied by women in 2002. By last year this had sunk to 22 per cent.
Sarah Churchman, PWC's head of diversity in the UK, says, "At the top, things are moving in the right direction, but our middle management data paints a very different picture. Businesses tend to pay more attention to gender issues in senior positions and there appears to be an assumption that a supply from the middle ranks will eventually feed through," she says. "For big companies at least, this pipeline is shrinking at a worrying rate."
It's not just that woman aren't being given the good jobs. Even when they are placed in a senior role, they often get paid less than the nearest man. In January, the Equal Opportunity for Women in the Workplace Agency (EOWA) released a report that examined the pay structure of the five most highly paid executives in Australia's 200 largest (stockmarket-listed) companies.
Only 80 out of those 1136 positions (7 per cent) were held by women, and when a female became a chief financial officer or chief operating officer, she earned half the wage of her male equivalent, while female CEOs earned two-thirds. Even in human resources positions, where women are more common, the pay gap is still 43 per cent.
Overall, too, women are paid less than men. Australian Bureau of Statistics figures released last year showed there is a pay gap of 16 per cent between men's and women's average full-time weekly earnings. When you add in part-time work and overtime, it soars to 35 per cent. Employment body Graduate Careers Australia has found male graduates earn a higher starting salary and that their salaries increase at a greater rate than women's. Says EOWA director Anna McPhee: "It is clear pay inequity starts in a woman's first job and puts her on the back foot for the rest of her career."
For many companies, a dearth of women rising through the ranks or being appointed to their boards would barely warrant pause for thought. Until last year, that is, when a study by New York-based employment consultant Catalyst showed gender imbalance could affect the company's profitability. "The Bottom Line: Corporate Performance and Women's Representation on Boards" reported that, over a four-year period, those Fortune 500 companies with the highest percentage of women on their boards did significantly better on three crucial financial measures: return on equity (net profit divided by shareholders' equity), return on sales (pre-tax profit divided by net sales) and return on investment (net profit divided by investment costs).
These three ratios are watched closely by stock analysts and have a direct impact on the share price. As well as better bottom-line results, having women on boards helps companies attract and retain women employees, says Constance Bagley, a visiting professor at the Yale School of Management. "If I were a top female graduate at one of the top business schools, I'd feel I would have a stronger career path at a company with more women on its board."
Jane Allen, a Sydney-based partner at headhunter Egon Zehnder International, has been studying the issue for many years and confirms there is "hard data to support the positive impact of having more women on boards". But having more women is only a means to an end, not an end in itself. "Doing the right thing for the wrong reasons may be worse than not doing the right thing at all. Diverse teams do not have an automatic advantage, but diverse teams managed well seem to have significant advantages."
High-profile director David Gonski, who is the chairman of Coca-Cola Amatil and Investec Bank (Australia) and sits on the boards of Westfield Group, Singapore Airlines and the Australian Securities Exchange, has long been an advocate of women on company boards. Rather than seeking board solidarity, he prefers to have an informed debate between people of different viewpoints. An essential part of that is the varied backgrounds of the board members, he says.
"I believe very strongly in involving everybody in the community," he says. "I want the best brains rather than a group that has excluded people based on their gender, race or religion. If more than 50 per cent of the population is female, why would you exclude those brains?"
As well as appointing women to boards, he has also actively promoted mentorship and "a fairer and better distribution of resources". Diversity is key, he says. "I can probably get very similar views from people of my age and background. But if you have people looking at things slightly differently, then that is good for a debate."
Gonski says the business community has recently applauded the appointment of a second female director (Catherine Brenner) to Coca-Cola Amatil. "But what's the next stage?" he asks. "Boards go from zero to one to two female directors; soon it will be equal. I'm looking forward to a situation where it's irrelevant. The relevancy will be their skill background rather than their gender."
And the skill set of a director needs to be broad. The frequency of board meetings varies from company to company, but there are usually between seven and 11 meetings a year. If a firm is in the middle of some sort of crisis - for example, a demerger or a takeover - impromptu get-togethers can take place weekly, either in person or over the phone.
A formal board meeting is usually held over two full days. According to Carolyn Kay, directors often spend two to three days before meetings reading board papers, which can run to hundreds of pages, and many extra hours are required twice a year when the financial results are released. Kay adds that, outside of formal preparation time for meetings, board members are often working on self-education in their fields. And because the internationally orientated boards hold many meetings overseas, a lot of travel time is also involved.
During the year to June 2007, the board of investment group Perpetual met 11 times. The board also received monthly performance, operations and compliance reports from the managing director, chief financial officer, chief risk officer and the heads of each division, plus reports and updates on strategic issues. Directors also engaged in regular informal discussions with management. For this workload, which could amount to a full-time job, the Perpetual directors were last year paid between $81,000 and $191,000.
The money sounds good, but is it incentive enough to seek a board appointment when much of the work involves ploughing through dry reports? As Carolyn Hewson, a director at Westpac, has commented in the past, "When things are going well, it's boring; when the company isn't going well, you don't want to be there."
And the liabilities are enormous. In some industries such as mining, where employees do dangerous work, directors can actually go to jail. According to insurance lawyer Rebecca Whittle, a partner at Henry Davis York, the risk to directors of exposure has risen dramatically as a result of increased litigation funding, which has paved the way for more class actions from plaintiff law firms such as Slater & Gordon. In addition, there is a greater focus on corporate governance and an increase in government funding for investigations, prosecutions and enforcement generally. Says Whittle: "If the economy slows and the number of corporate failures increases, there will be even greater scrutiny on the role of directors, the decisions they have made and the extent to which appropriate disclosure of financial information has been made."
In the wake of the recent collapse of stockbroker Opes Prime, the directors of every financial institution in the country will be pulling out their insurance policies and checking the fine print. Investors will be hunting for some deep pockets from which to recoup their losses, and those policies (or failing that a director's Mosman waterfront or Toorak mansion) will be targeted.
Whittle says people should think very carefully before accepting a directorship, cautioning that a director's ability to fulfil his or her obligations is largely dependent on the quality of the information passed on by management. "For non-executive directors who are not close to management, it can be difficult to test that information or check whether the full picture is being presented to the board." There will be some risks that insurance will not cover, she says. "We frequently see cases where directors have insurance which either has a gap in it or is simply insufficient in value."
Katie Page
Katie Page, now 51, made history in 2005 when she became the first woman appointed to the board of the National Rugby League. She is also a board director and chief executive of Harvey Norman. She ranked 65 on this year's BRW Executive Rich List.
Page started with Harvey Norman in 1983 when it had one store, in the western Sydney suburb of Auburn. Asked what her job title was, she bursts out laughing: "I didn't have a title because I did everything!" For six days a week, she did the marketing, administration and buying. "And [owner] Gerry [Harvey, Page's husband of 20 years] said on Sundays I could come in and help him with his horse syndication business."
Harvey and Page, who married in 1988, have been described as the most successful husband-and-wife retailing team in the world. (They have two teenage children, while Harvey has two adult children from his first marriage.) The company, which was floated on the stock exchange in 1987, now has 193 Harvey Norman, Domayne and Joyce Mayne stores nationwide and 61 stores in five countries overseas. It also owns Space Furniture, which has five stores.
Page thinks women do have a special role to play on boards: "Women think differently, and it's obvious to me and obvious to Gerry how differently women and men approach things at board level." She says this is particularly crucial for retailers.
"Look at Harvey Norman: a majority of our shoppers are women and, with due respect to men, they are not running kids around and running families.
"When I am sitting in a board meeting I am asking different questions from the other executive directors and the independent directors and different from the ones Gerry would ask," says Page. "Boards should be balanced and represent 100 per cent of the [stakeholders]. It's not brain surgery."
Page joined the NRL because she says rugby league is a "fantastic" game. "When we came in, [Harvey Norman was] a sponsor of the finals series and we had a particular interest in State of Origin. I was working with the businesspeople, I was looking at the marketing division - sport as a business, not just the teams and the clubs, but the big picture."
Page says her customers and staff are keen rugby league fans. "When I went on the NRL board I got so much comment about it." She says everyone, from the local butcher to the cashiers in the stores, asks her for footy tips.
She also likes to encourage female players and every year her company grants two Women in League Achievement Awards. These are for women who have acted as outstanding advocates for the advancement of women in rugby league.
Apart from playing sport, involving women in sporting clubs is vital, she says: "It's the mothers who take the kids there, and look at the safety standards and run the sausage sizzle, and they do it for love, not money. They are a very big part of the sporting community."
Carolyn Kay
Carolyn Kay likes to "re-pot" herself. Before becoming a full-time non-executive board member, she worked as a lawyer and investment banker here and overseas. When, twice in her career, new opportunities arose, Kay uprooted herself and moved.
The second time, in 1998, Kay, now 46, was working in Melbourne as a banker with Morgan Stanley when she was phoned by a Victorian public servant with an interesting offer.
"She said, 'If you ever think of moving on from being at an investment bank full-time, we would be interested in you going on boards.' Someone in the Treasurer's office had asked her to call me. She didn't mention gender; she said my skills absolutely matched what they were looking for."
The offer was timely. After years of working offshore, Kay had recently married and wanted to put down permanent roots in her home town.
Her first board position was with the Treasury Corporation of Victoria, for whom she was a corporate adviser. "I went to Morgan Stanley and said, 'I have been offered this. It's made me think about my career and I want to move on.'"
By the time she left a year later, she was also on the board of Victorian Funds Management Corporation and Colonial State Bank, and pregnant with her first child. (Kay and her architect husband, Simon, have three children.)
Since that time she has had roles on the boards of Ansell, Mayne Group and Symbion. She is on the board of the Commonwealth Bank and logistics company Brambles. Kay is also an external adviser to the board of legal giant Allens Arthur Robinson. In 2001 she was awarded a Centenary Medal for services to business.
The former rower has always worked in male-dominated environments and says she has suffered no overt discrimination. "In my chosen field I am part of a minority. It's important as a woman to understand and work within the system rather than fighting against it. I think I can be more effective from within."
Kay's overseas experience has greatly helped in her current roles. "I spent seven years working offshore in London and New York," she says, "which were enormously beneficial because they took me out of my comfort zone and opened my eyes to a variety of cultures.
"As Australian companies are becoming increasingly global, the ability to understand other cultures and markets - as well as understanding what makes Australian companies attractive in international markets - seems to be a sought-after skill."
Kay attributes her success to just putting her head down and working hard. "I've always felt that if I just got on and did my job and added value then ultimately I would be accepted."
But she recognises that over the years her gender has caused her to make some adjustments. "I have tried to maintain my identity as a woman rather than be a surrogate man. [That's been] a lesson learned along the way."
Jill Hickson-Wran
Jill Hickson-Wran's involvement on company boards spans a quarter of a century. During that time, she has seen gender become less of an issue and now, she says, "the old-boy network is on a walking stick". But although 21st-century business is more accepting of women directors, they are still expected to behave like men, she says. "And if they can, they will push you into the softer corners like corporate governance and HR [human resources]. But I don't think women need to be non-women."
Hickson-Wran is a director of SMEC Holdings and has previously sat on the boards of Abigroup, Bilfinger Berger Australia and Ansett New Zealand. As the current chair of the Historic Houses Trust of NSW, she says female chairs face greater scrutiny because they are such a rarity.
"For instance, [former Qantas chair] Margaret Jackson. Did she have a harder time of it than a man would have done when things went wrong? I think so." On the plus-side, Hickson-Wran, a former Qantas executive herself, says women directors can often make hard decisions because they are less likely to be part of an existing faction. "When I started at SMEC, they had CEO troubles. I was able to be useful and facilitate change because I was neutral on a board that at that time was rent with conflict. It seems [in joining the board] I took on something other guys may not have been willing to do. Maybe I was naive, but I enjoyed the challenge."
Hickson-Wran says part of the reason for low female board numbers is the fact that women are often busy doing other things, like running their own businesses. In 1983, after topping her MBA course, she opened literary agency Hickson Associates, which flourished for 16 years. During this time she and her husband, former NSW premier Neville Wran, had two children.
While she was building her agency, Hickson-Wran was invited to join the board of the NSW State Conservatorium of Music, partly owing to her passion for music, and has since served on the boards of numerous cultural bodies.
She says there is a difference between a commercial board and a not-for-profit board. Most women on commercial boards have a background in finance-related areas. "But I think the reason women are so attracted to not-for-profit boards is that they can exercise more creativity and feel more wholly engaged," she says.
Hickson-Wran's first seat on a commercial board was with Ansett New Zealand, which arose directly out of her executive experience at Qantas. Inside insight is the key. "You have got to have a good working knowledge of the day-to-day business of the organisation," she says. "You have to have a feeling for its history and a passion for what it stands for. You have got to learn and understand the language of productivity; it's different for each organisation."
Asked if women have better intuition than men, she answers unhesitatingly. "Yes, and they don't have egos that get in the way. Sometimes they are a bit more daring: they will risk a raised eyebrow to express a radical point of view."
Catherine Brenner
Catherine Brenner started to think about board directorships in 2001 when a rival bank tried to lure her away from Dutch bank ABN AMRO. One of the inducements was the offer of a mentor from O'Connell Street Associates, Sydney's premier collective of blue-chip board members. She was told that if she wanted to go onto company boards, this man (all the associates are men) would help her.
Brenner, now 37, turned down the new job, but the other idea took hold. ABN had made a strong counter-offer, including giving her a list of people who were happy to be her mentors. One of those was Ken Moss, who had just stepped down as managing director of engineering giant Howard Smith. Moss, who was starting out on his second career as a non-executive board director, started meeting Brenner. Together they workshopped her performance reviews, how to position herself to be appointed a managing director (she was successful), and ways of presenting to particular boards. In 2003 she joined the board of property developer Trafalgar Corporate Group. Two years later she became a director of coalminer Centennial Coal, of which Moss is the chair.
"It's a different relationship now," says Brenner. "[Moss] is very good at giving me enough rope, but not letting me hang myself."
Since then she has accepted board positions at biotech company Cryosite, the Australian Brandenburg Orchestra and Coca-Cola Amatil.
The former lawyer says she is lucky that, in her previous role as a senior adviser, she had a lot of exposure to boards, due to the countless presentations she made to them as an investment banker. This means she knows that "nearly everything you get as a director is filtered". As an adviser, she says, management teams would say things to her like, "We don't want to spook the board." She says it is important to judge whether people are unintentionally putting a spin on things. And she is wary of conference calls because it means she can't gauge people's body language.
Brenner, who completed her MBA in 1999, says she has not experienced overt discrimination and doesn't see herself as a "token woman". "The issue of gender comes up more with headhunters," she says, because they are sometimes given briefs to help the board achieve diversity. The company will instruct that it wants "to have the best discussion and input, and the best way to do that is to have a diverse group of people, in terms of age, gender and occupation".
Brenner says she has become increasingly strategic, because she has much more thinking and reflection time than when she worked as a banker. And she takes every opportunity she can to make a site visit, saying, "It's good to see operations first-hand". As we speak, Brenner is about to don bright orange overalls and a miner's hat to make her 12th trip down an underground coalmine. "It's also important for employees to see that directors are interested in such areas as how safety standards are complied with."
She says she often consults her own advisers. "I have my own personal board of directors, people of whom I can ask questions and know they will tell me the truth."
Her advice to female executives seeking a board appointment? "Get someone to back you, to be your ambassador. And they aren't going to do that because they have met you once or twice."
First published by TheAge.com.au on May 12 2008
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