³ÉÈËÓ°Òô

Progress towards gender diversity targets came under the spotlight this week when Domino’s Pizza Group took a step backwards and reverted to an all-male board at its , following the resignation of its only female board member, a development which had been in the pipeline since the company’s last AGM.

Since gender diversity on boards has been on the corporate governance agenda, there has been a slow but steady increase in the number of women appointed to a director position across the FTSE 350. The set FTSE 350 companies a target, to be reached by the end of 2020, of 33% female representation on boards, and suggested that FTSE 100 companies meet the same percentage for executive committee members and direct reports to the executive committee on a combined basis in the same time frame.

Domino's reported in its 2018 Annual Report that Helen Keays would be approaching nine years as an independent non-executive director this year and in March 2020, Keays  her intentions to retire with effect from this year’s AGM. However, no plans were put in place to ensure gender diversity guidelines were met upon her departure. It was a surprising development given that Domino's has made a series of appointments over the previous year, using head-hunters who are signatory to the . Even Helen Keays’ role as Senior Independent Director was taken over by the interim chair, Ian Bull. Although a number of firms across the FTSE 350 have a way to go before meeting the gender diversity targets, Domino’s will find itself on the back foot, having become one of only a few FTSE 350 companies, alongside luxury automotive brand , with an all-male board. Both Domino’s and Aston Martin now face a ‘red top’ warning from the Investment Association following the changes to their respective boards.

Institutional investor advisory bodies such as ISS and Glass Lewis a ‘vote ‘against’ the chair of a company’s nomination committee (or other relevant directors on a case-by-case basis) where the company has no female directors on the board.’ In addition, the Pensions and Lifetime Savings Association suggests that investors consider voting against the re-election of the board chair and the nominations committee chair ‘if the board is consistently failing to move closer to the target on female representation or the 2016 Parker report’s ethnic diversity target of no ‘all white boards’ by 2021 (or other established targets for gender and other forms of diversity).’ Nevertheless, all the resolutions at the company’s recent AGM were passed without any significant opposition.