Enhancing stakeholder diversity in the board room
Results of the telephone and on-line conference of 15th September 2008 with Corinna Ullrich (European Commission, DG Internal Market) and Nathalie Malige (Diverseo)




The conference was moderated by Marco Cilento (European Trade Union Confederation)

Download for free the full document describing the Public Policy Proposals being discussed during the conference.
Read an Executive Summary of the Proposals.
Download the full document describing the results of the conference and listen to the full audio recording of the conference.

For Nathalie Malige, the Public Policy Proposals resulting from the Seminar bring a novel and interesting way to consider diversity in a corporate Board of Directors. Indeed, the most important is not the diversity of people, but the diversity of thought and of skills. A key point of the document is to bring in people that are specialists of the externalities created by the firm, and specifically of the adaptation required by global issues such as climate change. She has observed that Boards containing diverse stakeholders take better decisions, because earlier members need to better justify themselves, and because new members introduce new evaluation criteria.
A first stage of corporate governance to reach diversity in the Board is the existence of a Nominating Committee. The next step would be to broaden the qualifications that are deemed necessary to be a Board Member. Today, only former or existing CEOs are considered to be qualified, and this may need to be challenged. Soft law may not be enough, as the examples of Norway and of the Barnes Oaxley regulations in the United States of America have illustrated.


For Corinna Ullrich, the issue of stakeholder diversity in Board is at the edge of several DGs of the European Commission: (1) DG Internal Market, that is interested in the relations between the shareholders (= the owners of the firm) and managers, for the issue of Board composition, and (2) DG Employment, in charge of Corporate Social Responsibility of the firm, for the integration of external stakeholders. There is very little regulation on these issues, only on the independence of Board members, and then only in the form of a recommendation.
There is only very limited regulation at EU level on Board composition because of the variety in the legal forms of Boards, and in the representation of workers. It would be difficult to broaden the circles in which Board members are recruited, because very few are qualified. If specialists of specific fields were recruited, they would still be considered as co-responsible of decisions of the Board that they are not knowledgeable of, under the principle of joint liability of the Board members. Another argument is that only the shareholders bear the economic risk of the firm.

Download for free the full document describing the Public Policy Proposals being discussed during the conference.
Read an Executive Summary of the Proposals.
Download the full document describing the results of the conference and listen to the full audio recording of the conference.

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