The Parliamentary Commission report repays careful reading, not least for its strident criticism of the board and their habit of self-congratulation rather than rigorous challenge.
Non-executives were drawn from the corporate great and good and paid huge sums for part-time work (see the tables below). The chairman was on £800,000 by the end, Sir Ron Garrick, senior independent director, was paid £235,000 and Anthony Hobson, chairman of the audit committee, was paid £221,000. Even ordinary non-execs were pulling down £100-150,000.
These were no slouches. Sir Ron had been a highly respected chief executive of Weir Group. Hobson was for ten years finance director of Legal & General. They were all selected according to the best practises of modern corporate governance, in a rigorous process in which candidates were matched to the skills and experience needs of the business.
What a contrast to the old days of Bank of Scotland, when members of the board were selected on the personal whim of the Governor. Mostly they were middle-aged, middle-class white businessmen. Not very PC.
But it worked. The board would scrutinise lending propositions, using their business expertise and local knowledge to challenge the executives in a process known by the Victorian term ‘homologation.’ ‘The idea,’ remembers one board member,‘was not to second-guess the executives, but to make sure we understood what they were proposing and also to make sure they understood it too.’
The very PC HBOS board did not do this, only very exceptionally reviewing individual lending proposals. Instead it ploughed through thick tomes of reports and rubber-stamped what the executive brought before it. The non-execs who were cross-examined by the Parliamentary Commission, including Lord Stevenson, Sir Ron and Hobson, cut pathetic figures, clinging to the belief that they had done their jobs well – and staring in uncomprehending astonishment at the monstrous mess which resulted.
Sir Ron even described his colleagues at HBOS as “the best board I have ever sat on.” What must the others have been like?
The plain fact is that the men and women on the HBOS board, able and experienced though they were, were not up to the job. They did not have a clue what the bank was really doing and thus did nothing to stop it. Their role was to represent and protect the shareholders – and they failed.
This raises some very difficult questions for the future. How should directors be chosen? What support do they need to be genuinely independent and properly challenging? Is paying them a lot of money justified because of the amount of time and effort needed, or does it remove their independence? You might think twice before causing a fuss which could lose you a quarter of a million a year.
We have had a report on governance and the role of directors, chaired by Sir David Walker, now chairman of Barclays. It was useless and changed little. If we are to avoid more HBOS disasters in the future, we need a much more searching examination.
What HBOS directors were paid ( from the 2007 annual report)
Dennis Stevenson £821,000
Peter Cummings £2,606,000
Jo Dawson £1,099,000
Mike Ellis (*part year), £292,000
Philip Gore-Randall (*part year), £275,000
Phil Hodkinson £1,269,000
Andy Hornby £1,926,000
Colin Matthew £1,215,000
Dan Watkins (*part year), £329,000
Richard Cousins (*part year), £70,000
Charles Dunstone £83,000
Sir Ron Garrick £235,000
Anthony Hobson £221,000
Karen Jones £100,000
John E Mack (*part year), £66,000
Coline McConville £151,000
Kate Nealon £151,000
And the explanation of what this money was for:
“From 1 May 2006 the basic Board membership fee payable to Non-executive Directors was at a rate of £57,750 p.a. and from 1 May 2007 it was increased to a rate of £66,000 p.a. The basic Board membership fee covers the range of duties and responsibilities associated with Non-executive Directorship, including Board meetings and the Annual General Meeting.
The figures shown in the table also include fees for services on committees of the Board, details of which are set out in the Corporate Governance Report on pages 114 to 121. The levels of fees for some Non-executive Directors reflect the significant time spent by them on such committee duties. The figures shown in the table also include fees for services as Directors of subsidiaries and joint ventures; and for services on other committees.