News Analysis

BlackRock is against directors who sit on too many boards

by Dan Byrne on Sep 8, 2022

BlackRock Inc, the world’s largest investment firm, is toughening its stance against “overboarding” or the practice of directors sitting on too many boards at once. 

In the last week, the New York-based firm has revealed it voted against the reappointment of another board member in a high-profile company in the name of “independence in governance”.

It is a part of the company’s ESG-oriented policy of trying to improve corporate governance in the businesses it invests in. The company believes that directors who “overboard” are a hindrance to this effort. 

This policy has been around for years, under the watchful eye of CEO Larry Fink, and it has had mixed results.

What’s happened?

BlackRock has revealed it voted against the reappointment of Salesforce board member Sandford Robinson in an August regulatory filing, according to a report from the Financial Times. 

Mr Robinson is currently chair of Salesforce’s governance committee. He also sits on the board of pharma company Cassava Sciences and expertise consultancy firm JustAnswer. Additionally, he is the founding partner of private equity company Fransisco Partners. 

In the filing, BlackRock claimed that Robertson was “responsible for a lack of independence on Salfeocrce’s board, ” which was why the firm voted against him. 

Nevertheless, Robertson remains on the board of Salesforce despite BlackRock’s opposition.

What is the broader context?

This is the second time in a few months that BlackRock has targeted individuals it believes are stretching themselves across too much corporate responsibility.

Silver Lake

In May, BlackRock voted to oust Egon Durban, co-CEO of private equity firm Silver Lake, from the board of Twitter. 

Durban was voted off the board and offered his resignation, but Twitter declined it. After negotiating, the two parties agreed that Durban would stay on the board and reduce his commitment to other public boards to a maximum of five by the end of May 2023.

Alphabet

BlackRock has repeatedly voted against Ann Mather, a board member of Google’s parent company, Alphabet, describing her board count as “excessive”. Her portfolio also includes Netflix, Airbnb and Arista Networks. 

Despite voting against her three times, Mather remains on Alphabet’s board.

So how many boards should a person sit on?

The question has been around for decades, and the answer is subjective and constantly changing

Today, in developed nations, the number hovers between four and six. Other jurisdictions may have slightly higher numbers as their industry norm. 

Increasingly, investment companies and other key players are setting the upper limit at four, which is the policy that BlackRock is pursuing.

What are BlackRock’s goals?

The company believes that a narrowed corporate responsibility is key to board members properly serving the companies they’re associated with. 

Essentially, the fewer boards a person serves, the more time they have to fulfil their duties. 

This goal is a part of its commitment to environmental, social and governance (ESG) goals and its desire that companies should pay closer attention to the world around them and the people they work with. 

The new tack began to take shape in the late 2010s after the company received repeated criticism for shying away from contentious governance issues.

Will BlackRock’s policy make a difference?

The examples at Twitter, Alphabet and Salesforce have shown that BlackRock is not hesitating to implement its strategy, but they also show that the results are mixed at best. 

Essentially, BlackRock’s influence alone is not enough to effect change. Its voice will likely need to be part of a broader effort to reduce instances of overboarding in future. 

That said, BlackRock remains the world’s most influential controller of investment capital. Earlier this year, it became the first manager to reach $10 trillion in assets – a milestone never before achieved. 

In the past, it has made veiled threats to companies, telling them that they will lose BlackRock’s capital if they ignore ESG, so the company is confident that it has the ammunition to back those threats up. 

Does this matter for boards? It depends on BlackRock. Are they willing to put investment on the line if businesses increase their focus on overboarding? Or is the policy merely a side dish for now?

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As a leader in ESG, you need to anticipate investors’ questions before they are asked, manage the associated risks and implement an appropriate ESG framework.

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Tags
BlackRock
board effectiveness
Overboarding

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