Hampton-Alexander Review

FTSE 350 companies should aim for a minimum of 33% women's representation on their Boards by 2020.

All stakeholders should work together to ensure increasing numbers of women are appointed to the roles of Chair, Senior Independent Director and Executive Director positions on boards of FTSE 350 companies.

Gender balanced boards are the new norm. All FTSE listed companies yet to address gender imbalance on their boards should now take prompt action to address any shortfall.

All CEOs of FTSE 350 companies should take action to improve the under-representation of women on the Executive Committee and in the layer immediately below, the Direct Reports to the Executive Committee. Appropriate data is required as the starting point, with a clear plan of action focussed on retaining, re-attracting and promoting women to leadership positions, to address gender imbalance, the significant under-employment of women and costly loss of women's skills to UK business and the economy.

FTSE 100 companies should aim for a minimum of 33% women's representation across their Executive Committee and in the Direct Reports to the Executive Committee by 2020.

The Chair of the Nominations Committee should take an active role in overseeing the progress made to improve women's representation on the Executive Committee and the Direct Reports to the Executive Committee. At least once a year the Nominations Committee should review actions plans and assess progress.

FTSE 350 companies should voluntarily publish details of the number of women on the Executive Committee and in the Direct Reports to the Executive Committee on an annual basis. This should be disclosed in the Corporate Governance section of the Annual Report and Accounts and/or on websites. In addition, this data should be lodged with the Hampton-Alexander Review, details of which will be advised early in 2017.

As soon as is feasible, the FRC should amend the UK Corporate Governance Code so that all FTSE 350 listed companies disclose in their Annual Report and Accounts the gender balance on the Executive Committee and Direct Reports to the Executive Committee.

Current legislation requires companies to disclose the gender balance amongst directors, senior managers and employees within companies' annual Strategic Report. The current definition of 'senior managers' does not easily lend itself to making clear comparisons between companies in order to assess progress on gender diversity. The Government should, in consultation with business, consider how best to clarify or supplement the definition of 'senior managers' to achieve a more consistent metric. This should be based on the Executive Committee or its nearest equivalent in each company, and direct reports to members of that committee. The Government should act as soon as possible in order to inform progress against the 2020 target set by this Review.

Progress on gender balanced Boards and in the leadership ranks of FTSE 350 companies should be assessed as a key corporate governance issue when considering their responsibilities under the UK Stewardship Code.

All institutional investors should have a clear process in place for evaluating disclosures and progress on gender balance for FTSE 350 investee companies at Board level, on the Executive Committee and in the Direct Reports to the Executive Committee. They should also have a clear voting policy on gender balance which could include voting against the re-election of Chairs, Nomination Committee Chairs and the Annual Report and Accounts, where insufficient measures are in place in investee companies to address gender imbalance.

Investors should discuss and engage with investee companies on gender balance in particular where progress has been slow and vote in accordance with their policy. They should also publicly disclose their voting records.

Executive Search firms should build on success so far and continue their efforts to increase the number of women on FTSE 350 Boards. They should apply the same effort and skills in supporting clients to increase number of women on FTSE Executive Committees and in senior leadership positions.

Executive Search firms should consider extending the Code of Conduct and Enhanced Code of Conduct to include the Executive Committee and Direct Reports to the Executive Committee.