David Wighton: Business Editor's commentary
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It is easy to see why it has taken the headhunters the thick end of eight months to come up with three new non-executive directors for RBS. Being an independent director of one of the world's biggest banks is fine when times are good. When times are bad, it's no fun at all.
Over the past few months, RBS's board has been pilloried in the press and abused by shareholders. It is accused of destroying billions of pounds of investors' money by allowing Sir Fred Goodwin, the chief executive, to overpay for ABN Amro and to pile into US sub-prime and leveraged loans. Many potential non-execs must have wondered whether the pay was enough to compensate for the risk of getting such grief. Of course, they may reckon the worst is over and that it will be a lot easier from here on in.
One of the headhunters' briefs was to deepen the board's banking experience. But the reputation of many potential candidates has been sullied by the credit crunch. So high marks to Egon Zehnder for coming up with three good names.
Stephen Hester, the highly regarded chief executive of British Land, brings British banking experience from his time as chief operating officer of Abbey. John McFarlane has come away from ten years running Australia and New Zealand Banking Group with his reputation as a safe pair of hands intact. He also has the added attraction of being a Scot, which still counts for something at RBS. The third new director, Arthur Ryan, former chairman of Prudential Financial in America, brings valuable US experience.
The changes also help to address the concern that the non-execs were not independent enough. The departures of Larry Fish and Bud Koch mean that there are now no former executives on the board. The independents will outnumber Sir Fred and his colleagues 12 to five.
The process has been overseen by Sir Tom McKillop, RBS's chairman, who has been under intense investor pressure to strengthen the board and prepare the ground for his own and Sir Fred's succession. RBS's big shareholders want both Sir Tom and Sir Fred to go. The head of one of its biggest investors described Sir Fred to me as “a dead man walking”.
However, shareholders are not demanding change immediately. Some appear resigned to, if not happy with, a staged process in which a new chairman is found to replace Sir Tom and then starts the search for a new chief executive.
All the new non-execs are potential successors to Sir Tom, although it is unlikely that Mr Hester would want to step down from British Land for at least a couple of years.
Shareholders may think it useful to have Sir Fred around for the integration of ABN. But that would surely be too long to wait for change at the top.
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