Investors and credit lenders have often raised concerns about the
level of commitment and decision-making acumen when members of company
boards do not have any personal investment in the companies they are
collectively directing. Often referred to as 'skin-in-the-game', there is now a
stronger focus on directors own shareholdings in their companies. The
Australian Shareholders Association (ASA) believe that non-executive directors
and key management personnel should have sufficient 'skin-in-the game' to ensure
greater alignment with shareholders' interests. While noting that more
companies in recent years have been introducing minimum shareholding
guidelines, there are many who refuse to place a requirement in writing. The
Australian Council of Superannuation Investors (ACSI) has a similar perspective
to the ASA and believes that any well governed board requires their directors
to hold equity in the company. Yet ACSI's research has found that 11 per
cent of the ASX 200 directors own no shares in the the companies they govern
and many of these directors have been on their boards for over 10 years.
Not surprisingly perhaps, the Australian Institute of Company Directors (AICD)
while professing to have no set policy position cites all the reasons not to
require directors to own shares - including discouraging potential candidates
from accepting board positions; causing more caution and a short term focus for
directors who do own shares; or potentially compromising a director's independence
if they own more 5 per cent or more. These are weak arguments and not surprising given AICD's protective view which often seeks to minimise the level of guidance and compliance on directors from outside parties. It does not however resolve the question and the ASA and ASCI positions sit in stark contrast to AICD.
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